Attachment B
SANTA MARIA SENIOR CENTER OUTDOOR FITNESS EQUIPMENT
PURCHASE AND INSTALLATION AGREEMENT
Sourcewell Purchase Agreement - City Labor, Bonding, and Insurance Requirements Draft
THIS AGREEMENT is made and entered into this ____ day of __________________, 2026, by and between Kompan California, Inc., a California corporation, hereinafter referred to as "Contractor," and the City of Santa Maria, a California municipal corporation in the County of Santa Barbara, hereinafter referred to as "City" or "Owner."
WITNESSETH:
For and in consideration of the promises and agreements set forth below, City and Contractor agree as follows:
1. Sourcewell Cooperative Purchase. Contractor has represented that the products and related installation services described in this Agreement are available to the City through the Sourcewell cooperative purchasing program referenced in KOMPAN Sales Proposal No. SP168298-9 as "Sourcewell 101625." This Agreement and any City purchase order issued for this purchase shall constitute the City order for the goods and related installation services described herein.
2. City Labor, Bonding, and Insurance Requirements. As a contractual condition of this Agreement and any related City purchase order, Contractor shall comply with the City requirements listed below for DIR registration, prevailing wage, performance bonding, and insurance. These requirements apply to Contractor and, where applicable, to any subcontractor performing installation, sitework, surfacing, concrete work, or related on-site services for the Project. a. DIR Registration. Contractor and each subcontractor performing covered on-site work shall be registered with the California Department of Industrial Relations (DIR) before performing work under this Agreement and shall maintain such registration for the duration of its work on the Project. b. General Conditions: Contractor shall comply with all requirements of the General Conditions, Attachment 1
c. Prevailing Wage. Contractor shall pay, and shall require subcontractors to pay, not less than the applicable prevailing wage rates for all installation, sitework, surfacing, concrete work, and related on-site labor performed under this Agreement. Contractor shall maintain and provide payroll records, certified payroll records, and related documentation upon request by the City or as otherwise required by applicable law.
d. Performance Bond. Before commencing on-site work, and as a condition of the City authorizing installation, Contractor shall furnish a faithful performance bond in an amount equal to one hundred percent (100%) of the Contract Price, on a form and from a surety acceptable to the City. The performance bond shall guarantee faithful performance of all obligations under this Agreement, including delivery, installation, correction of defective installation work, cleanup, and completion of the Project. No bond premium or related cost shall be charged to the City. e. Insurance. Contractor shall comply with all insurance requirements set forth in Attachment A, Insurance Requirements, which will be added to the final Agreement and incorporated by reference.
Contractor shall not commence on-site work until the City has received and approved the required certificates and endorsements.
3. Scope of Purchase and Installation. Contractor shall furnish, deliver, and install outdoor exercise equipment sold by KOMPAN, pour-in-place rubber surfacing, crushed stone subbase, concrete pads, engineered stamped drawings, freight, labor, materials, and related items identified in KOMPAN Sales Proposal No. SP168298-5, dated May 19, 2026, and summarized in Exhibit A. The installation site is the Santa Maria Senior Center, 510 East Park Avenue, Santa Maria, California 93454.
4. Contract Documents and Order of Precedence. The Contract Documents consist of: (a) this Agreement; (b) the General Conditions (Attachment 1); (c) Attachment A, Insurance Requirements, to be added to the final Agreement; (d) Exhibit A, Scope and Pricing Summary; (e) Exhibit B, KOMPAN Sales Proposal No. SP168298-5; and (f) applicable Sourcewell terms to the extent incorporated by the City purchase order and not inconsistent with this Agreement. In the event of conflict, this Agreement shall control, followed by the General Conditions (Attachment 1), Attachment A, Exhibit A, Exhibit B, and then applicable Sourcewell terms.
5. Contract Price. The total Contract Price is THREE HUNDRED THIRTY-FIVE THOUSAND, SIX HUNDRED IXTY-FIVE DOLLARS AND TWENTY-SIX CENTS ($335,665.26), inclusive of the estimated sales tax listed in Exhibit B. The price is based on the scope, quantities, assumptions, and exclusions in the Contract Documents. No additional compensation shall be due unless authorized in advance by written amendment, change order, or revised City purchase order signed by the City.
6. Payment Terms. Payment terms stated in Exhibit B are 50% prepayment and 50% Net 30 days.
Payments shall be made in accordance with the City purchase order and applicable City payment procedures. Contractor shall submit invoices in a form acceptable to the City and shall include sufficient detail to identify the goods, installation services, and milestone for which payment is requested.
7. Delivery and Schedule. Exhibit B states that product delivery is estimated at thirty-four to thirty-six (34-36) weeks upon order placement. Contractor shall coordinate delivery and installation with the City Representative and shall not begin on-site installation until the City has authorized site access. Contractor shall provide a proposed delivery and installation schedule after order confirmation.
8. Site Conditions and Exclusions. Exhibit B states that the proposal excludes sitework, products, and services not listed and assumes the site is accessible and install ready. Contractor shall promptly notify the City of any condition that materially affects Contractor's ability to deliver or install the equipment and surfacing as described in the Contract Documents. No additional work, products, or services are authorized unless approved in writing by the City.
9. Installation Standards. Contractor shall perform installation in a professional and workmanlike manner using personnel qualified for the work being performed. Contractor shall be responsible for proper layout, anchoring, concrete pad coordination, surfacing installation, cleanup, and protection of adjacent property affected by Contractor's operations. Contractor shall comply with applicable federal, state, and local laws, codes, ordinances, manufacturer instructions, and safety requirements applicable to the goods and installation services.
10. Insurance. Contractor shall secure and maintain, at its sole cost, all insurance required by Attachment A, Insurance Requirements, and shall provide certificates of insurance and endorsements acceptable to the City before commencing any on-site work. Attachment A will be added to the final Agreement and incorporated by reference. The insurance requirements shall include, without limitation, Commercial General Liability, Automobile Liability, Workers' Compensation, Employer's Liability, additional insured endorsements in favor of the City of Santa Maria and its officers, officials, employees, agents, and volunteers, primary and noncontributory coverage where required, waiver of subrogation where required, and any other coverage, limits, endorsements, or conditions required by the City Risk Manager.
Contractor shall require subcontractors to maintain insurance meeting City requirements unless otherwise approved in writing by the City.
11. Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless the City of Santa Maria, its officers, officials, employees, agents, and volunteers from and against claims, damages, losses, liabilities, penalties, fines, judgments, costs, and expenses, including reasonable attorneys' fees, arising out of, pertaining to, or relating to the negligent, reckless, or willful acts or omissions of Contractor, its employees, agents, subcontractors, or suppliers in the performance of this Agreement. This section shall survive completion or termination of the Agreement.
12. Warranty and Correction of Defective Work. Contractor warrants that the goods and installation services will conform to the Contract Documents and applicable manufacturer warranties. Contractor shall pass through applicable manufacturer warranties to the City. For a period of one (1) year after City acceptance of the installation, Contractor shall, upon written notice from the City, correct defective installation work caused by Contractor at no cost to the City. This warranty is in addition to, and does not limit, any warranty provided by KOMPAN or any supplier for the equipment or surfacing materials.
13. Changes. The City may request additions, deletions, or revisions to the scope. Any change affecting price, schedule, quantity, or scope must be approved in writing by the City before Contractor performs the changed work. Contractor shall not rely on verbal authorizations for additional compensation.
14. Independent Contractor. Contractor is and shall at all times remain an independent contractor.
Nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the City and Contractor.
15. Assignment and Subcontracting. Contractor shall not assign this Agreement or any interest in it without the City's prior written consent. Contractor may use qualified subcontractors for portions of the work, but Contractor remains fully responsible for all work performed by subcontractors, suppliers, employees, and agents.
16. Termination. The City may terminate this Agreement for cause upon written notice if Contractor materially fails to perform and does not cure the default within a reasonable time specified by the City.
The City may also terminate for convenience upon written notice. In the event of termination for convenience, Contractor shall be paid for conforming goods delivered and accepted, authorized services performed, and non-cancelable costs reasonably incurred before the effective date of termination, less amounts previously paid.
17. Notices and City Representative. Notices shall be given in writing to the parties at the addresses stated in this Agreement or the applicable purchase order. The City Representative for coordination of the purchase and installation shall be Dennis Smitherman, Recreation and Parks Department, unless the City designates another representative in writing.
18. Governing Law and Venue. This Agreement shall be governed by the laws of the State of California. Venue for any action arising out of this Agreement shall be in the County of Santa Barbara, State of California.
19. Additional Terms:
a. Time is of the essence on this contract.
b. It is mutually understood and agreed that time is of the essence of this agreement and that it is difficult to ascertain the amount of damages required to properly compensate Owner for failure by Contractor to comply with all the contract requirements within the time fixed in the agreement.
In accordance with California Government Code, Section 53069.85, the amount of liquidated damages to be paid to Owner for each day completion is delayed beyond the time for completion, shall be five hundred ($500) dollars. Contractor hereby acknowledges that it has reviewed said provisions relating to liquidated damages and the amount thereof, and accepts the same as being reasonable under the circumstances and as a material part of the consideration for this contract.
Contractor also acknowledges that progress payments made after the scheduled completion date do not constitute a waiver of liquidated damages.
c. That, in accordance with Section 1774 of the California Labor Code, Contractor will pay, and will require subcontractors to pay, employees on the work a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations and wage standards applicable to this work, contained in or referenced in this Purchase Order or the Contract Documents.
d. That, in accordance with Section 1775 of the California Labor Code, Contractor shall forfeit to Owner, as a penalty, not more than two hundred dollars ($200) for each day, or portion thereof, for each worker paid, either by Contractor or any subcontractor, less than the prevailing rates as determined by the Director of the California Department of Industrial Relations for the work. e. That, in accordance with Section 1777.5 of the Labor Code, this agreement fixes the responsibility of compliance with said Section 1777.5 for all apprenticeable occupations with the prime Contractor.
f. That, except as provided in Section 1815 of the California Labor Code, in the performance of the work not more than eight (8) hours shall constitute a day's work, and not more than forty (40) hours shall constitute a week's work; that Contractor shall not require more than eight (8) hours of labor in a day nor more than forty (40) hours of labor in a week from any person employed by Contractor or any subcontractor; that Contractor shall conform to Division 2, Part 7, Chapter 1, Article 3 (Section 1810, et seq.) of the California Labor Code; and that Contractor shall forfeit to Owner, as a penalty, the sum of twenty-five dollars ($25) for each worker employed in the execution of the work by Contractor or any subcontractor for each day during which any worker is required or permitted to labor more than eight (8) hours in violation of said Article 3. g. That Contractor shall carry workers' compensation insurance and require subcontractors to carry workers' compensation insurance as required by the California Labor Code. h. That Contractor shall have furnished, prior to execution of the contract, three bonds on a form approved by Owner: (1) the faithful performance bond in the amount of one-hundred percent (100%) of the contract price, to guarantee the faithful performance of the work; (2) the labor and material bond in the amount of one-hundred percent (100%) of the contract price, to guarantee payment of all claims for labor and materials furnished; and (3) the guarantee and defective material bond in the amount of ten percent (10%) of the contract price, to guarantee the one year maintenance of public improvements. This contract shall not become effective until such bonds are supplied to and approved by Owner.
i. That Contractor, prior to execution of the contract, shall comply with the following Department of Industrial Relations requirements:
No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
j. That Contractor agrees to devote the hours necessary to perform the services set forth in this agreement in an efficient and effective manner. Contractor may represent, perform services for and be employed by additional individuals or entities, in Contractor's sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.
20. Entire Agreement. This Agreement, together with the exhibits and applicable City purchase order, constitutes the entire agreement of the parties concerning the subject matter and supersedes prior or contemporaneous discussions, proposals, or agreements to the extent inconsistent with this Agreement.
This Agreement may be amended only in writing signed by authorized representatives of both parties.
IN WITNESS WHEREOF, said Contractor and the City of Santa Maria, thereunto duly authorized, have caused the names of said parties to be affixed hereto, each in duplicate, the day and year first above written.
CONTRACTOR
___________________________
CITY OF SANTA MARIA,
a Municipal Corporation
David W. Rowlands
City Manager
ATTEST:
_______________________________
Donna G. Schwartz
Chief Deputy City Clerk
APPROVED AS TO FORM:
_______________________________
Risk Manager
_______________________________
City Attorney
ATTACHMENT 1
GENERAL CONDITIONS
DOCUMENT 00700
GENERAL CONDITIONS
PART 1 DEFINITIONS
1.01 DEFINED TERMS
A. Wherever in these General Conditions and in other Contract Documents the following terms are used, their intent and meaning shall be interpreted as stipulated herein.
1. Reserved.
2. AGREEMENT: The written instrument executed by Contractor and Owner by which Contractor is bound to perform the work within the contract time and Owner is obligated to compensate Contractor therefore at the contract price set forth therein.
3. CHANGE ORDER: A document signed by Owner, Engineer, and Contractor authorizing an addition, deletion, or revision in the work; or an adjustment in the contract price, or the contract time, or both; issued after the date of execution of the , Agreement.
4. CONTRACT: Agreement.
5. CONTRACT DOCUMENTS: The Certificates and Affidavits; Agreement and Supplements thereto, including Change Orders; Payment Bond; Performance Bond; General Conditions;
Supplementary General Conditions; Special Provisions; and other Specifications; Drawings; and Addenda, if any.
6. CONTRACT PRICE: The moneys payable by Owner to Contractor under the contract documents as stated in the Agreement.
7. CONTRACTOR: The person, firm, or corporation who has entered into the contract with Owner for the performance of the work.
8. DAYS: Unless otherwise designated, days shall be understood to mean calendar days.
9. DEFECTIVE: An adjective when modifying the word "work" refers to work that is unsatisfactory; faulty; deficient; otherwise does not conform to the contract documents; does not meet the requirements of any inspection, reference standard, test, or approval referred to in the contract documents; or has been damaged prior to Engineer's recommendation of final payment.
a. Conditions for damage to work covered under partial
acceptance are specified in the Special Provisions.
10. DESIGN ENGINEER: The person, firm, or corporation including its principals, agents, and employees, designated by Owner to prepare drawings and specifications for the work.
11. DRAWINGS: The drawings which show the character and scope of the work to be performed and which have been prepared by Design Engineer, referred to in and part of the contract documents.
12. ENGINEER: The City Engineer of the City of Santa Maria or the City Engineer's designated agent.
13. Reserved
14. LAWS AND REGULATIONS : LAWS OR REGULATIONS: Laws, rules, regulations, ordinances, codes, orders.
15. NOTICE-TO-PROCEED: A written directive issued by Owner, authorizing Contractor to start performance of the work.
16. OWNER: The City of Santa Maria City Council.
17. PLANS: Drawings.
18. PROJECT: The total construction contemplated by Owner of which the work may be the whole or a part, as described in the contract documents.
19. SPECIFICATIONS: Those portions of the contract documents consisting of written technical descriptions of materials, equipment, construction systems, standards, and workmanship as applied to the work, and certain administrative details applicable thereto.
20. SUBCONTRACTOR: The person, firm, or corporation having a direct contract with Contractor or with any other subcontractor for the performance of the part of the work at the site.
21. SUPPLEMENTAL AGREEMENT: Written amendment to the
contract documents signed by Owner and Contractor.
22. WORK: The entire completed construction or the various separately identifiable parts thereof required to be furnished under the contract documents.
a. Work is the result of performing services, furnishing labor and furnishing and incorporating materials and equipment into the construction, all as required by the contract documents.
PART 2 PRELIMINARY MATTERS
2.01 BONDS
A. Contractor shall provide required bonds on City’s approved forms.
2.02 2.02 CONTRACTOR'S INSURANCE AND INDEMNIFICATION
A. General
1. Contractor shall carry all insurance required by Federal, State, County, and local Laws and Regulations.
2. Neither Contractor nor any subcontractor shall enter the site of the work or commence work under this contract before Owner, relying on Contractor's evidence of insurance, has issued the Notice -to- Proceed.
3. To the fullest extent permitted by law, Con tractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, p ertain to, or relate to the negligence, reckless, or willful misconduct of the Contractor or the acts or omissions of an employee, agent or subcontractor of the Contractor. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this paragraph are not limited by the provisions herein relating to insurance.
4. Contractor shall secure and maintain, during the contract time and warranty period, certain insurance that shall protect Contractor , Subcontractor, Owner, and Design Engineer in such manner and amounts as set forth hereinafter.
a. The insurance requirements stipulated herein shall not be construed as limiting Contractor's liability.
5. All loss or damage arising from obstructions or difficulties which may be encountered in the prosecution of the work, from the action of the elements, or from any act or omission on the part of Contractor or any subcontractor, supplier, person, or agent employed by Contractor shall be borne by Contractor.
6. Deductibles and Self-insured Retentions
a. Deductibles and self -insured retentions shall be declared to and approved by Owner.
b. At the option of Owner, either: the insurer shall reduce or eliminate such deductibles or self -insured retent ions as respects the Owner and Design Engineer, its officers, officials, employees and volunteers or Contractor shall provide a
financial guarantee satisfactory to the Owner guaranteeing payment of losses and related investigations, claims
administration, and defense expenses.
7. Contractor shall include subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor.
a. Coverage's for subcontractors shall be subject to the requirements stipulated herein.
B. Verification of Coverage
1. Contractor shall furnish Owner with original certificate and amendatory endorsements of the applicable policy language effecting coverage required by this clause.
2. Endorsements shall be signed by a person authorized by that insurer to bind coverage on its behalf.
3. The endorsements shall be on forms provided by Owner, or on other than Owner's forms, or a separate Owner's policy, provided those forms or policies are approved by the Owner and amended to conform to the Owner's requirements.
4. All certificates and endorsements are to be received and approved by Owner before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. Owner reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time
5. Owner has the right to secure from the Contractor certified copies of all requ ired insurance, including endorsements affecting the coverage required by these specifications.
C. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City
D. Workers Compensation Insurance
1. Contractor shall take out and maintain Workers Compensation Insurance as required by the State of California for all of its employees at the site of the work and Employer's Liability Insurance in the amount of $1,000,000 per accident for bodily injury or disease during the life of this contract.
a. The Contractor's Workers Compensation and Employer's Liability policy shall be endorsed to provide a waiver of subrogation by the carrier to Owner and Design Engineer.
2. Contractor shall require each subcontractor to provide workers Compensation Insurance for its employees unless the Contractor covers such employees.
3. In the event any class of employees engaged in hazardous work under this contract is not protected by the Wor kers Compensation Statute, Contractor shall provide, and shall cause its subcontractors to provide, special insurance for the protection of such employees not otherwise protected.
E. Commercial General liability Insurance
1. Contractor shall procure, and maintain during the life of the contract, coverage in the amount of $2,000,000 per occurrence for bodily injury, personal injury and property damage at least as broad as ISO Commercial General Liability Insurance (Form CG 0001) necessary to protect itse lf, Owner, Design Engineer, and Subcontractors performing work under this contract, from all claims and legal costs for bodily injury or personal injury, including accidental death and property damage claims arising from operations under this contract, whether such operations are the Contractor's or the subcontractor's.
2. The policy shall be endorsed to include the following provisions:
a. The Owner and Design Engineer, its officers, officials, employees and volunteers are to be covered as insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or
operations. This can be provided in the form of an
endorsement to the Contractor's insurance or as a separate Owner's policy.
b. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the Owner and Design Engineer, its officers, officials, employees and volunteers. Any insurance or self -insurance maintained by the Owner and/or Design Engineer, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
c. This coverage shall not be canceled by either party, except after 30 days prior written notice by c ertified mail, return receipt requested has been given to the Owner and Design Engineer.
d. Errors and Omissions liability insurance appropriate to the Design Engineer’s or other Consultant's profession.
Architects' and engineers' coverage is to be endo rsed to include contractual liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate, if applicable.
3. The minimum limits of the insurance shall be as follows:
a. $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, either the general aggregate limit of $2,000,000 shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limi t shall be twice the required occurrence limit. A separate general aggregate limit of $2,000,000 will also apply for Products and Completed
Operations.
F. Automobile Liability
1. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
2. The policy shall be endorsed to include the following provisions:
a. This coverage shall not be canceled by either party, except after 30 days prior written notice by certified mail, return receipt requested has been given to the Owner and Design Engineer.
G. Other Insurance Provisions
The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract to the City . All notices provided pursuant to this Agreement shal l be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement . Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be neces sary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
H. Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
2.03 CONTRACT DOCUMENTS
A. Reserved.
B. Intent of Contract Documents
1. The contract documents comprise the entire agreement between Owner and Contractor concerning the work.
2. The contract documents are complementary; what is called for by one is as binding as if called for by all.
3. The contract documents shall be construed in accordance with the laws of the State of California.
4. The intent of the contract documents is to describe a functionally complete work, which Contractor shall construct in accordance with the contract documents.
a. Work, materials, and equipment that may be inferred
reasonably from the contract documents or from prevailing custom or trade usage as being required to produce the
intended result shall be furnished and performed by
Contractor whether or not specifically called for.
b. References to standard specifications, manuals, or codes of technical societies, organizations or associations, or to Laws and Regulations of a governmental authority, whether such references be specific or implied, shall mean the latest standard specification, manual, code, or Laws and
Regulations in effect at the effective date of this contract.
1) However, no provision of referenced standard
specifications, manuals, or codes, whether or not such
references be specifically incorporated in the contract documents, shall be effective to:
a) Change the duties and responsibilities of
Owner, Contractor, or Engineer, or any of their
consultants, from those set in the contract
documents.
b) To assign Engineer or any of Engineer's
consultants:
(a) Any duty or authority to supervise or
direct the furnishing or performance of
the work; or
(b) Any duty or authority to undertake
responsibility contrary to the provisions of
the contract documents.
C. Omissions, Conflicts, Errors, or Discrepancies
1. Where, during the performance of the work, Contractor finds omissions, conflicts, errors, or discrepancies in the contract documents, Contractor shall so report to Engineer, in writing, at once; and before proceeding with the work affected thereby shall ob tain a written clarification or interpretation from Engineer pursuant to Article
4.02, Clarifications and Interpretations.
2. When Contractor feels that omissions, conflicts, errors, or discrepancies in the contract documents will cause or have caused Contractor additional costs or delays in the performance of the work, Contractor may make a claim therefore in accordance with Article
5.50, Claims.
a. Accordingly, Contractor shall give Engineer:
1) Written notice of such claim within forty -eight hours after the occurrence of the cost and delay related to
such omissions, conflicts, errors or discrepancies.
2) Statement and supporting data within 7 days after the occurrence of the cost and delay related to such
omissions, conflicts, errors or discrepancies.
b. Except for such claims as are made of record in the manner and within the time stated in this Paragraph C., Contractor shall be deemed to have waived and does hereby waive all claims for damages and for adjustments to the contact time, the contact price, or both, resulting from omissions, conflicts, errors, or discrepancies in the contract documents.
c. The claim will be processed as stipulated in Article 5.05, Claims.
3. The contact documents shall be interpreted applying the following precedence rules:
a) Discrepancies between drawings and the figures written thereon shall be resolved by taking the figures as correct.
1) Figured dimensions shall govern over scaled
dimensions.
2) Full-scale drawings shall govern over reduced size
drawings.
3) Where a dimension necessary for the prosecution of
the work can only be obtained by means of a scaled
dimension, Contractor shall request a determination
from Engineer as provided in the pr eceding Sub -
paragraph 1, this Paragraph C.
b. The contract document higher in precedence shall control and supersede the contract documents lower in precedence in accordance with the following listing arranged from the highest to the lowest in precedence:
1) First: Addenda, if any; Supplemental
Agreements; and Change Orders; the
one dated later having precedence over
another dated earlier.
2) Second: Agreements.
3) Third: Special Provisions.
4) Fourth: Drawings.
5) Fifth: Supplementary General Conditions.
6) Sixth: General Conditions.
7) Seventh Standard Specifications
D. Amendment to Contract Documents
1. The contract documents may be amended in accordance with PART 5, AMENDMENTS AND CHANGES.
2. In giving clar ifications and interpretations pursuant to Article 4.02 Clarifications and Interpretation, Engineer shall have authority to make minor changes in the work, not involving changes to the contract price or to the contract time.
E. Reuse of Documents
1 Neither Contractor nor any subcontractor or supplier or other person or organization performing or furnishing any of the work under a direct or indirect contract with Owner shall have or acquire any title to or ownership rights in any of the drawings, specifications, or other documents, or copies of any thereof, prepared by or bearing the seal of Design Engineer or Engineer, without the written consent of Owner and Design Engineer or Engineer.
2. Neither Contractor nor any subcontractor or supplier or other person or organization performing or furnishing any of the work under a direct or indirect contract with Owner shall reuse any of the drawings, specifications, or other documents, or copies of any thereof on extensions of the project or any other project, without the written consent of Owner and Design Engineer or Engineer, and specific adaptation by Design Engineer or Engineer.
2.04 COMMENCEMENT OF CONTRACT TIME
A. Owner will issue the Notice -to-proceed not later than 60 days after the contract has been awarded, unless otherwise agreed in writing between Owner and Contractor.
B. Contractor shall commence performance of the work on or before the 10 th day after rece iving the Notice -to-proceed, and shall complete the work within the contract time stipulated in the Agreement.
C. Before starting construction Contractor shall submit a written work schedule of the work at least 5 days prior to commencement of construction. No work may proceed prior to the date of commencement. The City Engineer will establish this date, and the City Engineer will notify the Contractor in writing.
2.05 SITE OF THE WORK
A. Availability of Lands
1. Owner will furnish, as indicated in the contract documents, the lands upon which the work is to be performed, rights -of-way and easements for access the reto, and such other lands which are designated for use of Contractor.
2. Easements for permanent structures or for permanent changes in existing facilities will be obtained and paid for by Owner, unless otherwise provided in the contract documents.
3. Contractor shall provide for additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment.
4. When Contractor believes that delays in Owner's furnishing lands, rights-of-way, or easements entitles Contractor to an extension of contract time, Contractor may make a claim therefore in accordance with Article 5.05, Claims.
B. Underground Facilities
1. The Owner has endeavored to determine the existence of underground facilities at the site of the work from the records of owners and operators of known underground facilities in the vicinity of the work.
a. The positions of these underground facilities as derived from such records may be indicated in the contract documents.
Contractor shall contact owners and operators of known
underground facilities to coordinate the work.
b. Service connections to utilities are not indicated in the contract documents.
c. Contractor shall expose and verify the locations and elevations of all existing utilities prior to beginning of all work.
Should unforeseen or unknown interference be encountered which create construction delays, the City shall not be held liable , nor will the Contractor press any claim for such unpredictable interference and delays. Prior to the start of construction, the Contractor shall contact Underground Services Alert (1 -800-422-4133), forty -eight (48) hours minimum notice.
2. In additio n to requirements of applicable Laws and Regulations, including California Government Code Section 4216, referenced in Article 3.07, Laws and Regulations, Contractor shall make its own investigations, including records searches and exploratory excavations, to determine the locations and type of existing underground facilities, service laterals or appurtenances when their presence can be inferred from the presence of other visible facilities, such as buildings, meters, and junction boxes on or adjacent to th e site of the work.
a. Contractor shall expose shown or inferred service laterals, appurtenances, and other inferred underground facilities, which might interfere with construction of the work, in order to permit survey location of such underground faci lities prior to construction.
b. Where Contractor discovers underground facilities not marked by U.S.A., not identified in the contract documents, or in a position different from that indicated by U.S.A. or on the contract documents, Contractor shall im mediately notify, in writing, Engineer and the owner or operator of the
underground facility.
3. When necessary to remove, relocate, protect, or temporarily maintain an underground facility because of interference with the work, the work on such underground facility shall be performed and paid for as follows:
a. When it is necessary to remove, relo cate, protect, or temporarily maintain an existing main or trunk line under - ground facility not marked by U.S.A. nor indicated in the contract documents with reasonable accuracy.
1) Owner will compensate Contractor:
a) for the costs of locating;
b) for the costs of repairing damage not due to the
failure of Contractor to exercise reasonable
care;
c) for the costs of removing, relocating, protecting,
or temporarily maintaining such underground
facilities; and
d) for the costs for equipment on the site
necessarily idled during such work.
2) These costs and the work to be done by Contractor in locating, removing, relocating, protecting, or
temporarily maintaining such underground facilities
shall be covered by a change order, in accordance with
Article 5.01, Amendments and Changes to Contract
Documents.
3) Owner may make changes in the alignment and grade
of the work to obviate the necessity to remove,
relocate, protect, or temporarily maintain such
underground facilities or to reduce the costs of the work involved in removing, relocating, p rotecting, or
temporarily maintaining such underground facilities.
a) Changes in alignment and grade will be covered
by a change order in accordance with Article
5.01, Amendments and Changes to Contract
Documents.
b) When it is necessary to remove, r elocate,
protect, or temporarily maintain the
underground facility, the cost of which is not
required to be borne by the owner or operator
thereof, Contractor shall bear all expenses
incidental to the work on the underground facility
or damage thereto.
4) The work on the underground facility work shall be
done in a manner satisfactory to the owner or operator
thereof; it being understood that the owner or operator of the underground facility has the option of doing such work with its own forces, or permi tting the work to be done by Contractor.
a) No representations are made that the obligation
to remove, relocate, protect, or temporarily
maintain any underground facility and to pay the
cost thereof is or is not required to be borne by
the owner or oper ator of such underground
facility and it shall be the responsibility of
Contractor to investigate and find out whether or
not said cost is required to be borne by the
owner or operator of the underground facility.
5) The stipulations of this Subparagrap h b. do not apply to:
a) Existing main or trunk line underground facilities
not indicated in the contract documents with
reasonable accuracy.
b) Existing service laterals or appurtenances when
their presence cannot be inferred from the
presence of othe r visible facilities, such as
buildings, meters, and junction boxes on or
adjacent to the site of the work.
4. The right is reserved to governmental agencies and to owners and operators of underground facilities to enter, at any time, upon any street, a lley, right-of-way, or easement for the purpose of making changes in their property made necessary by the work and for the purposes of maintaining and making repairs to their property.
5. In addition to procedures required by applicable Laws and Regulations, including California Government Code Section 4216 referenced in Article 3.07, Laws and Regulations, Contractor shall notify all owners of underground facilities when the work is in progress and shall make such arrangements as are necessary to make any emergency repair.
6. Contractor shall not be assessed liquidated damages for delay in the contract time when such delay was caused by the failure of Owner or the owner or operator of the underground facility to provide for removal or relocation of such underground facility.
7. If, as a result of underground facilities interference and relocation, Contractor believes that adjustments to the contract price, the contract times, or both, are not satisfactory, Contractor may make a claim therefore in accordance with Article 5.05, Claims.
C. Lines and Grades
1. Profiles and elevations are indicated on the drawings.
2. Elevations are referred to a datum indicated on the drawings.
3. The City shall pay all costs for the initial establishment of lines and grades for the work. Contractor shall pay all costs associated with re-establishment of lines and grades after initially established by the City.
D. Survey land monuments and property markers shall not be moved or otherwise disturbed by Contractor until an authorized agent of the agency, having jurisdiction over the land monuments or property markers setting, has witnessed or otherwise referenced their location, and only then in accordance with the requirements of the agency having jurisdiction.
PART 3 CONTRACTOR'S RESPONSIBILITIES
3.01 SUPERVISION AND SUPERINTENDENCE
A. Contractor shall supervise and direct the performance of the work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the work in accordance with the contract documents.
1. Contractor shall be solely responsible for the means, methods, techniques, sequ ences, and procedures of construction, but Contractor shall not be responsible for the negligence of others in the design or selection of a specific means, method, technique, sequence, or procedure of construction which is indicated in and required by the contract documents.
a. When Contractor believes that a work demand is outside the requirements of the contract documents, or when Contractor believes that an action of Engineer is incorrect or unfair, Contractor may make a claim therefore in accordance with Article 5.05, Claims.
1) For such claim, Contractor shall give Engineer:
a) Written notice of such claim within forty -eight
(48) hours after the occurrence of the cost and
delay related to such work demand or
Engineer's action.
b) Statement and supporting data within 7 days
after the occurrence of the cost and delay
related to such work demand or Engineer's
action.
2) Except for such claims as are made of record in the
manner and within the time stated in this Subparagraph
a., Contractor shall be deemed to have waived and
does hereby waive all claims for damages and for
adjustments to the contract time, the contract price, or both, resulting from work demands and from
Engineer's clarifications, interpretations, and findings.
3) The claim will be processed in accordance with Article
5.05, Claims.
2. When required by the contract documents, Contractor shall follow the sequence of operations set forth therein.
3. Contractor shall be responsible to see that the finished work complies accurately with the contract documents.
B. Contractor's Representative
1. Contractor shall, at all times during working hours, be represented in all matters pertaining to the work b y one, and only one, competent and experienced general superintendent.
a. Before work is started at the site, Contractor shall give written notice to Engineer stating who Contractor's superintendent will be, giving this person's home address and telepho ne number.
1) A statement naming more than one general
superintendent to be in charge simultaneously, making
one or the other responsible depending upon who is
present at the time will not be acceptable.
b. Contractor shall inform Engineer in writing prior to any change of general superintendent.
2. Communications issued by Engineer to Contractor's superintendent on the work shall be considered as having been given to Contractor.
C. Responsibility for Deviation from Plans
Notwithstanding any other provisions in the contract, to the contrary, it is understood and agreed that the failure of the engineer or any inspector on the project to observe or to notify the Contractor of deviations from the approved Plans and Specificati ons, whether or not such deviations could have been corrected if such notifications had been given, shall in no way relieve the Contractor of any responsibility or liability for the Contractor's failure to complete, and the Contractor shall be required to repair and complete the work covered by this contract in exact accordance with the approved Plans and Specifications and all applicable laws and regulations; and the Owner shall not be construed or be deemed to have waived its right to insist on exact compliance by the Contractor pursuant to the terms of this contract or the issuance of any inspection reports or any certificates of partial or final completion.
3.02 LABOR, MATERIALS, AND EQUIPMENT
A. Contractor shall provide competent, suitably qualifie d personnel to survey and lay out the work and to perform construction of the work as required by the contract documents.
1. Contractor shall maintain good discipline and order at the site.
B. Unless otherwise specified in the Special Provisions, Con tractor shall furnish, install, and assume responsibility for materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, heat, light, telephone, water, sanitary facilities and other temporary facilities, and all other facilities and incidentals necessary for the furnishing, installation, performance, testing, start-up and completion of the work.
1. Incidentals include, but are not limited to, dust, site drainage, noise, and traffic control measures.
C. Materials and Equipment for the Work
1. Materials and equipment incorporated in the work shall be of good quality and new and subject to review and acceptance by Engineer unless otherwise specified in the Special Provisions.
2. Where materials and equipment are referred in the specifications followed by the expression "or equal," Engineer will decide the question of equality as stipulated under Article 3.04, Substitute or "Or Equal" Items.
3. Materials and equipment of a general description shall be good, free from defects, and adapted to the use for which provided.
4. The physical characteristics of materials and equipment not particularly specified shall conform, where applicable, to current standards published by the Amer ican Society for Testing and Materials (ASTM).
5. Materials and equipment shall be equal to the accepted samples, when samples have been submitted.
6. If the Engineer deems any of Contractor's equipment to be unsuitable, it shall be removed from the site and shall not be returned during this contract.
D. Storage of Materials and Equipment
1. Contractor shall provide proper storage facilities and exercise such measures as shall ensure the preservation of the specified quality and fitness of materials and equipment to be used in the work.
2. Stored materials and equipment shall be located so as to provide reasonable access for observation.
3. In case of suspension of work, Contractor shall store and protect materials and equipment as necessary to maintain the quality, integrity, and availability when performance of the work is resumed.
E. Payment for Labor and Materials
1. Contractor shall pay, when due, all valid charges for labor and material incurred by contractor and used in the construc tion of the work and shall also be responsible for keeping the job free of liens or "stop payment" notices recorded by or under Contractor or its subcontractors.
2. Nothing contained herein shall be deemed to waive any immunity or other provisions of law preventing imposition of mechanics' liens on public property.
3. When Contractor fails to make payments required under this Paragraph E., or when Contractor fails to keep the work free of mechanics' liens or stop payment notices incurred by or under Contractor or its subcontractors, Owner may settle such claims and Contractor shall, on demand, reimburse Owner for amounts so paid, or Owner may withhold such amounts from payments due or to become due to Contractor.
3.03 ADJUSTING PROGRESS SCHEDULE
A. Contractor shall prepare and submit adjustments in the progress sched ule to reflect the effect thereon of new developments; these shall conform generally to the progress schedule then in effect and additionally shall comply with provisions of the special provisions.
3.04 SUBSTITUTE OR "OR EQUAL" ITEMS
A. Reserved.
B. Substitution Requests:
1. Requests for approval of substitute materials or equipment designated in the contract documents by a brand or trade name shall be submitted after award of the contract and not later than the time period stipulated in Article 1.0 5 referenced in the preceding Paragraph A.
2. Requests shall be made in writing and shall be accompanied by data, satisfactory to Engineer, that support the merits of the proposed substitute material or equipment.
3. The request shall state how the proposed substitute material or equipment compares with or differs from the specified material or equipment in composition, size, strength, arrangement,
performance, serviceability, maintenance, recommended inventory of spare parts, and other relevant characteristics and information; in addition, the request shall be accompanied by documented evidence of equality in price and delivery or evidence of difference in price and delivery.
a. Data on price shall be in the form of certified quotations from suppliers of both the specified and the proposed material or equipment.
C. Materials or equipment accepted for substitution shall meet applicable provisions of the contract documents.
1. Compliance with specific requirements of the contract documents shall be demonstrated and necessary modifications shall be made in order to meet such specific requirements and actual conditions under which the material or equipment will be required to perform.
D. When a substitution is allowed under the provisions of this Article 3.04 and the substitute material or equipment subsequently proves to be defective, Contractor shall, without cost to Owner, and without obligation on the part of Engineer, replace the substitute material or equipme nt with the material or equipment originally specified.
3.05 CONCERNING SUBCONTRACTORS AND OTHERS
A. Contractor shall provide City with the name, the location of the place of business, and the California contractor license number of each subcontractor who will perform work or labor or render service to the prime contractor in or about the construction of the work or improvement, or a subcontractor licensed by the State of California who, under subcontract to the prime contractor, specially fabricates and installs a portion of the work or improvement according to detailed drawings contained in the plans and specifications, in an amount in excess of one-half of 1 percent of the prime contractor’s total contracted cost or, in the case of bids or offers for the construction of streets or highways, including bridges, in excess of one-half of 1 percent of the prime contractor’s total contracted cost or ten thousand dollars ($10,000), whichever is greater.
All Contractors and Subcontractors shall be registered with DIR and provide their DIR Registration number.
B. Contractor shall be responsible for the acts and omissions of subcontractors, suppliers, and other persons and organizations performing or furnishing any of the work under a direct or indirect contract with Contractor, just as Contractor shall be responsible for Contractor's own acts and omissions.
C. Nothing in the contract documents shall create any contractual relationship between Owner or Engineer and any such subcontractor, supplier, or third person on or near the project.
D. The divisions and sections of the specifications and the identifications of drawings shall not control Contractor in dividing the work among sub - contractors or others or delineating the work performed by any specific trade.
3.06 PATENT FEES AND ROYALTIES
A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the work or the incorporation in the work of any invention, design, process, product, or device which is the subject of patent rights or copyright held by others.
B. Contractor shall indemnify and save harmless Owner and Engineer from all liabilities, judgments, costs, damages, and expenses which may result from the infringement of any patents, trademarks, and copyrights by reason of the use of any proprietary materials, devices, equipment, or processes incorporated or used in the performance of the work.
3.07 LAWS AND REGULATIONS
A. All required provisions of the Public Contract Code are incorporated herein by this Reference. Contractor shall procure all permits and licenses, give all notices and comply with all Laws and Regulations applicable to furnishing and performance of the work. Contractor shall fully cooperate with City in completing all requirements of the Public Contract Code. All permits required by the City of Santa Maria will be obtained through the Building Department of the City of Santa Maria (building permits), or the Public Works Department of the City of Santa Maria (encroachment permits).
Contractors are advised all fees normally assessed by the City for permits and inspections, will be waived.
B. Except where otherwise expressly required by applicable Laws and Regulations, neither Owner nor Engineer shall be responsible for monitoring Contractor's compliance with any Laws or Regulations.
C. Contractor shall defend, indemnify and save harmless Owner and Engineer against claims arising from the violation of any Laws or Regulations, whether by Contractor, any subcontractors, or any suppliers.
D. Some Laws and Regulations applicable to the performance of the work are referenced in the following subparagraphs which also contain a brief excerpt; however, no representation is made that all applicable Laws and Regulations are referenced, that the references are current and correc t, or that the excerpts are correct and include all the relevant information.
1. Subsurface Installations: California Government Code, Sections 4216 et seq., cover requirements and procedures relating to excavation in areas which are known, or reasonab ly should be known, to contain subsurface installations; notifications to subsurface installations owners and operators; time required for notices before excavation; and related matters.
2. Requirement of Payment: Pursuant to Section 1771 of the California Labor Code, Contractor and subcontractors shall pay to workmen employed in the performance of the work not less than the general prevailing rate of per diem wages for work of a similar character in the locality of the work, and no less than the genera l prevailing rate of per diem wages for holiday and overtime work fixed as provided in said Labor Code.
3. Specification of Prevailing Wage Rates: Pursuant to provisions in Section 1773.2 of the California Labor Code, copies of the prevailing rate of per diem wages are on file at Owner's principal office and are available for examination by any interested party on request, during normal business hours.
4. Pursuant to provisions in Section 1773.1 of the California Labor code, Contractor shall make payment for travel and subsistence as required in said Section 1773.1.
5. Forfeiture for Paying Less than Prevailing Rate: Pursuant to Section 1775 of the California Labor Code, Contractor shall comply with the provisions of said Section 1775 and forfeit as a penalty not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates for the work or craft corresponding to such worker, whether employed by Contractor or any subcontractor.
6. Payroll Record of Wages Paid: Pursuant to Section 1776 of the California Labor Code, Contractor shall keep an accurate payroll record showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by Contractor for the performance of the work.
a. A certified copy of payroll records shall be submitted to Owner, and shall be made ava ilable for inspection or
furnished upon request to a representative of the California Division of Labor Standards Enforcement and Division of Apprenticeship Standards.
b. In case of noncompliance with said Section 1776 and after a 10-day period followin g receipt of written notice, Contractor shall forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker in noncompliance, until compliance is effectuated.
c. Contractor shall be responsible for compliance with said Section 1776.
7. Employment of Apprentices on Public Works: Provisions in Section 1777.5 of the California Labor Code fix responsibility of compliance with that section for all apprenticeable occupations with Contractor.
a. Said Section 1777.5 provides that Contractor and every subcontractor shall submit contract award information to the applicable joint apprenticeship committee.
b. Section 1777.7 of said Labor Code provides that Contractor shall forfeit as a civil penalty the sum of one hundred dolla rs ($100) for each calendar day of noncompliance with
provisions of said Section 1777.5.
8. Hours Constituting Day's Work: In accordance with California Labor Code, Section 1810, eight (8) hours labor constitutes a legal day's work.
a. In accordance with Section 1811 of said Labor Code, the time of service of any workman employed upon the work is limited and restricted to eight (8) hours during any one calendar day and forty (40) hours during any one calendar week except as provided in Section 1815 of said Labor Code.
9. Penalty when Worker is Required to Work Excess Hours: In accordance with Section 1813 of the California Labor Code, Contractor shall, as a penalty, forfeit twenty -five dollars ($25) for each worker employed in the execution of the work by Contractor and any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of said Section 1813.
a. In accordance with Section 1815 of said Labor Code,
notwithstanding the preceding provisions, work performed by employees of Contractor in excess of eight (8) hours per day and forty (40) hours during any one week are permitted upon compensation for all hours worked in excess of eight (8) hours per day at not less than 1-1/2 times the basic rate of pay.
10. Digging Trenches or Other Excavations: California Public Contract Code, Section 7104 (first of two), includes procedures when the work involves digging trenches or other excavations that extend deeper than four (4) feet below the surface.
a. Contractor shall promptly, and before the following conditions are disturbed, notify Owner and Engineer, in writing, of any:
1) Material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the
California Health and Saf ety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law.
2) Subsurface or latent physical conditions at the site differing from those indicated in the contract
documents.
3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily
encountered and generally recognized as inherent in
work of the character provided for in the contract
documents.
b. Owner will promptly invest igate the conditions and where Owner finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in the contract price, or in the contract time, or both, a change order will be issued in accordance wit h Article 5.01,
Amendments and Changes to Contract Documents.
c. In the event a dispute arises between Owner and Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the contract price, or in the contract time, or both, Contractor shall not be excused from any scheduled completion date provided in the contract documents, but shall proceed with the work.
1) Contractor shall retain any and all rights provided in the contract documents or by law, which pertain to the
resolution of disputes and protests between Contractor
and Owner.
11. Claims of $375,000 or Less: In accordance with Section 20104 through 20104.6 of the California Public Contract Code, Contractor may file claims for time extensions or for payments, in writing and including documentation substantiating the claim, on or bef ore the date of final payment. Procedures, limitations, and provisions for several levels of review are included in said Sections 20104 through 20104.6 and shall supersede conflicting and contrary provisions in the contract documents.
a. Claims shall be as defined in said Section 20104, Subsection (b) (2).
3.08 TAXES, FEES, AND CHARGES
A. Contractor shall pay all sales, consumer, use, and other similar taxes and pay all charges and fees required to be paid by Contractor in accordance with the Laws a nd Regulations of the place of the project which are applicable during the performance of the work.
B. Contractor shall comply with the provisions of this section to the extent possible under applicable laws and regulations, so that the local 1% share of California’s sales and use tax related to this project shall be allocated to the City of Santa Maria.
Contractor shall provide to the City a list of items (materials, fixtures and machinery and equipment) to be used on the project and the cost of the each item. Contractor shall also designate a contact person and provide to the City the contact person’s name, title, street address, email address and telephone number.
Contractor shall include in its contracts with all subcontractors a provision stating that it is the City’s objective that the local 1% share of California’s sales and use tax be allocated to the City of Santa Maria and that subcontractors shall whenever possible cooperate with the City to achieve this objective by how they report the payme nt of sales and use tax. The contractor shall provide the City with a list of all subcontractors, the nature of the subcontract, the value of the subcontract and contact information (name, title, subcontractor, street address, email address and telephone number) of the person responsible for such efforts with each subcontractor.
The City or its named representative shall contact the contractor and subcontractors when it is determined that certain actions by the contractor and subcontractors may cause the local 1% share of California’s sales and use to be allocated to the City. The results of such determinations and actions taken by the contractor and subcontractors shall be evaluated by the City as a performance measurement of the contractor in fulfilling the requirement of the contract with the City.
3.09 USE OF PREMISES
A. Contractor shall confine construction equipment, the storage of materials and equipment, vehicle parking, and the operations of workers to the project site and land and areas identified in and permitted by the contract documents and other land and areas pe rmitted by Laws and Regulations, permits and easements, rights -of-way, and shall not unreasonably encumber the premises with construction equipment or other materials or equipment.
B. Contractor shall assume responsibility for damage to any such land or area, or to the owner or occupant thereof or of any land or areas contiguous thereto, resulting from the performance of the work.
1. Should any claim be made against Owner or Engineer by any such owner or occupant because of the performance of the work, Contractor shall promptly attempt to settle with such other party by agreement or otherwise resolve the claim by arbitration or at law.
C. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the work or adjacent property to stresses or pressures that will endanger it.
D. Cleaning the Work Site:
1. The Contractor shall remove all old structures and abandoned facilities in the line of work. These shall be removed from the site along with trash, stones, debris, and other obstructions encountered, at no additional cost to the Owner.
2. During the progress of the work, Contractor shall keep the premises free from accumulations of waste materials, rubbish and other debris resulting from the work.
3. At the completion of the work, Contractor shall remove all waste materials, rubbish and debris from and about the premises as well as all tools, appliances, construction equipment and machinery, and surplus materials, and shall leave the site clean and rea dy for occupancy by Owner.
E. Contractor shall restore to original condition property not designated for alteration by the contract documents.
F. In case of suspension of work, Contractor shall provide suitable drainage and erect temporary structures as necessary.
3.10 RECORD DOCUMENTS
A. Contractor shall maintain, in a safe place at the site, one record copy of all drawings, specifications, addenda, supplemental agreements, change orders, and engineer’s written interpretations and clarifications in good order and annotated to show all changes made during construction.
1. These record documents, together with all approved samples and a counterpart of all approved shop drawings, shall be available to Engineer for reference.
B. Upon completion of the work, the record documents, samples and shop drawings shall be delivered to Owner.
C. Prior to Notice of Completion, Contractor shall retain the services of a City approved draftsman who shall revise the original project plans to reflect all record changes.
3.11 SAFETY AND PROTECTION
A. Precautions and Program
1. Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the work or the activities of subcontractors, suppliers, and others at the work site.
2. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary supervision, control, and direction to prevent damage, injury, or loss to:
a. All employees on the work or work site and other persons and organizations who may be affected thereby.
b. All the work and materials and equipment to be incorporated therein, whether in storage or on or off the work site. c. All other property at the site.
B. Protection of Work
1. Contractor shall be responsible for the protection of the work until its completion and final acceptance.
a. Contractor shall, at its own expense, replace damaged or lost material or equipment, or repair damaged parts of the work, and Contractor and its sureties shall be liable therefore.
C. Inconvenience to the Public
1. The Contractor shall schedule work between the hours of 7:00 a.m. and 6:00 p.m., Monday through Friday; or between the hours of 8:00 a.m. and 5:00 p.m., Saturday through Sunday. All construction activities shall comply with the City of Santa Maria Municip al Code, Chapter 5-5. The Engineer shall approve Contractor’s work hours if other than above.
2. Contractor shall comply with Laws and Regulations directed to minimize interference to traffic and inconvenience, discomfort and damage to the public including provision for adequate dust control.
3. The Contractor's operation shall cause no unnecessary inconvenience, and the travel rights of the public shall be maintained at all times. This means that no more than one -half of the roadway may be closed at any one time and the other half shall be maintained to permit passage in both directions.
4. Convenient access to driveways, houses, and buildings along the line of the work shall be maintained and temporary approaches to crossings and street intersections shall be provided and kept in good condition. When the abutting property owner's access across the right-of-way line is to be eliminated, or to be replaced under the contract by other access facilities, the existing access shall not be closed until the replacement access facilities are usable.
5. In order to expedite the passage of public traffic through or around the work, and where ordered by the Engineer, the Contractor shall install signs, lights, flares, barricades, and other facilities , and the cost of providing and stationing such flagmen, all for the convenience and direction of public traffic, will be paid for under the various contract unit prices and no additional compensation will be made.
Dust, which may create a hazard, or a nu isance, shall be abated at all times during the entire progress of the work.
D. Public and Private Property
1. Contractor shall protect against injury pipes, sewer conduits, electrical conduits, lawns, gardens, shrubbery, trees, fences, and other structures or property, public and private, encountered in the performance of the work except as stipulated elsewhere herein.
a. Contractor shall be responsible and liable for injury to such pipes, structures, and property.
2. Contractor shall not trespass upon private property and shall be responsible for all injury or damage to persons or property, directly or indir ectly, resulting from Contractor's operations in the performance of the work.
E. Protection of Materials and Equipment
1. Contractor shall be responsible for the protection of materials and equipment stored on and off the site of the work.
2. Owner reserv es the right to direct Contractor to provide proper means of protection for materials or equipment when such is deemed advisable by Engineer; however, the exercise of or failure to exercise this right shall not be deemed to relieve Contractor of its responsibility for protecting the material and equipment.
3. Contractor shall provide suitable warehouses or other adequate means of protection for materials and equipment that require special protection during storage.
a. Contractor shall store and care fo r the materials and equipment in the most suitable manner to protect them from distortion, rain, dust, or other damage.
b. The cost of replacing any material or equipment damaged in storage shall be borne by Contractor, and the fact that material or equipment has been damaged after partial
payment has been made shall not relieve Contractor of its responsibility regarding the p rotection of materials and equipment.
1) No motor shall be left uncovered or unprotected.
F. Applicable Laws and Regulations
1. Contractor shall comply with all applicable Laws and Regulations of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss; and shall erect and maintain all necessary safeguards for such safety and protection.
2. Contractor shall notify owners of adjacent property and of underground facilities and utility o wners when prosecution of the work may affect them, and shall cooperate with them in the protection, removal, relocation and replacement of their property.
3. Damage, injury or loss to any property referred to in this Article 3.11, directly or indirectl y, in whole or in part, by Contractor, any subcontractor, supplier or any other person or organization directly or indirectly employed by any of them to perform or furnish any of the work or anyone for whose acts any of them may be liable, shall be remedied by Contractor, except damage or loss attributable to the fault of drawings or specifications or to the acts or omissions of Owner or Engineer or anyone employed by either of them or anyone for whose acts either of them may be liable, and not attributable , directly or indirectly, in whole or in part, to the fault or negligence of Contractor.
G. Contractor's duties and responsibilities for the safety and protection of the work shall continue until the work is completed and accepted by Owner.
3.12 EMERGENCIES
A. In emergencies affecting the safety or protection of persons or the work or property at the site or adjacent thereto, Contractor, without special instruction or authorization from Engineer or Owner, shall act to prevent threatened damage, injury or loss.
B. Contractor shall give Engineer prompt written notice when Contractor believes that significant changes in the work or variations from the contract documents have been caused thereby.
C. Where Engineer determines that a change in the contract documents is required because of the action taken in response to an emergency, a change order will be processed as stipulated in PART 5, AMENDMENTS AND CHANGES.
3.13 SHOP DRAWINGS AND SAMPLES
A. Provisions on shop drawings and samples are specified in the special provisions.
3.14 CONTINUING THE WORK
A. In the event of a dispute between the parties as to performance of the work, the interpretation of this contact, or payment, or nonpayment of w ork performed, parties shall attempt to resolve the dispute.
B. Where the dispute is not resolved, Contractor agrees to continue the work diligently to completion and will neither rescind this contract nor stop the progress of the work, but will submit such controversy to determination in accordance with the terms of the contract documents.
1. However, the preceding does not preclude Contractor from stopping or terminating the work in accordance with Article 8.03, Contractor May Stop Work or Terminate.
C. In the event any litigation is commenced with respect to this contract; such litigation shall not serve to suspend Contractor's obligation to continue performance of the work hereunder.
PART 4 ENGINEER'S STATUS DURING CONSTRUCTION
4.01 AUTHORITY OF ENGINEER
A. Engineer will be the initial interpreter of the requirements of the contract documents and will decide questions, which may arise as to the quality and acceptability of the completed work.
B. In observing Contractor's work, Engineer' s efforts will be directed towards providing Owner a greater degree of confidence that the completed work will conform to the intent of the contract documents.
C. Neither the authority of Engineer to act under this Article 4.01 or elsewhere in the contract documents, nor any decision made in good faith shall give rise to any duty by Engineer to Contractor or to any other person or organization, including but not limited to, subcontractors, suppliers, insurers, employees, or agents, whether performing work on the site or not.
D. Engineer shall not be responsible for Contractor's means, methods, techniques, sequences, or procedures for construction for the safety precautions and programs incident thereto, or for the safety of persons or property on or about the site of the work.
4.02 CLARIFICATIONS AND INTERPRETATIONS
A. Engineer will issue with reasonable promptness such written clarifications or interpretations of the requirements of the contract document, in the form of drawings or otherwise, as Engineer may determine necessary, which shall be consistent with or reasonably inferable from the overall intent of the contract documents.
B. When Contractor believes that a written clarification or interpretation issued by Engineer justifies a change in the contract price or an extension of the contract time, or both, Contractor may make a claim therefore in accordance with Article 5.05, Claims.
1. For such claim, Contractor shall give Engineer:
a. Written notice of such claim within forty-eight (48) hours after the receipt of such written clarification or interpretation from Engineer.
b. Statement and supporting data within 7 days after the receipt of such written clarification or interpretation from Engineer.
2. Except for such claims of record as are made in the manner and within the time stated in this Paragraph B., Contractor shall be deemed to have waived and does hereby waive all claims for damages and for adjustments to the contract time, the contract price, or both, resulting from written clarifications or interpretations issued by Engineer.
3. The claim will be processed as stipulated in Article 5.05, Claims.
4.03 ROLE IN CLAIMS AND DISPUTES
A. Claims, disputes, and other matters relating to the acceptability of the work or the interpretation of the requirements of the contract documents pertaining to the performance and furnishing and installation of the work and claims for changes in the contract price or contract time shall be submitted initially to Engineer, in writing, with a request for a formal decision, in accordance with Article 5.05, Claims.
B. Engineer will render a decision in writing within a reasonable time.
C. The rendering of a decision by Engineer with respect to any such claim, dispute, or other matter shall be a condition precedent to any exercise by Contractor of such rights or remedies as it may otherwise have under the contract documents or by Laws and Regulations in res pect of any such claim, dispute, or other matter.
D. Engineer, upon receipt of Contractor's claim for a work demand outside the requirements of the contract documents, or for an incorrect or unfair clarification, interpretation, or finding by Engineer, will review the work demand, clarification, interpretation or finding object of Contractor's claim and will promptly advise Contractor in writing of Engineer's final decision which shall be binding unless, within 10 days thereafter Contractor shall file with Owner a formal protest against said final decision of Engineer.
E. Within 30 days of receipt of such protest, Owner will render a decision.
F. When Engineer's and Owner's decisions give rise to a claim as defined in Section 20104 (b) (2) of the Ca lifornia Public Contract Code and does not exceed $375,000, the requirements and procedures set forth in Section 20104.2 of the California Public Contract code shall apply.
4.04 AUTHORIZED VARIATIONS IN WORK
A. Engineer may authorize minor variations in the work from the requirements of the contract documents, which do not involve an adjustment in the contract price or the contract time and are consistent with the overall intent of the contract documents.
B. When Contractor believes that such authorized minor variations justify a change in the contract price or an extension of the contract time and the parties are unable to agree as to the amount or extent thereof, Contractor may make a claim therefore in accordance with Article 5.05, Claims.
4.05 REJECTING DEFECTIVE WORK
A. Engineer will have authority to disapprove or reject work which Engineer believes to be defective, and will also have authority to require special inspection or testing of the work, whet her or not the work is fabricated, installed, or completed.
B. Materials and Equipment
1. Materials and equipment found to be defective, whether in place or not, may be rejected.
2. Rejected materials and equipment shall be removed immediately from the site of the work unless otherwise permitted by Engineer. a. Where Contractor fails to remove and replace rejected material or equipment, Owner has authority to do so and to deduct the cost of removal and replacement from any moneys due or to become due Contractor.
3. Rejected material or equipment subsequently c orrected and rendered non -defective may be used in the work only upon acceptance by Engineer.
PART 5 AMENDMENTS AND CHANGES
5.01 AMENDMENTS AND CHANGES TO CONTRACT DOCUMENTS
A. Without invalidating the Agreement and without notification of sureties, the contract documents may be amended and changed to provide for additions, deletions, and revisions or to modify terms and conditions, including changes to the work, contract price, and contract time.
B. Amendments and changes to the contract documents will be authorized by a Supplemental Agreement or a Change Order, except that Engineer may authorize changes in the work as stipulated in:
1. Paragraph 2.03 D., Amendment to Contract Documents.
2. Article 4.04, Authorized Variations in Work.
C. Adjustments to Contract Time and Contract Price
1. The contract time and contract price may only be changed by a Change Order or by a Supplemental Agreement.
2. Upon demand of either Contractor or Owner, an equitable adjustment satisfactory to both parties will be made in the contract price, the contract time, or both.
3. Contractor shall not be entitled to an increase in the contract price or an extension of the contract time with respect to any work performed that is not required by the contract documents as amended, modified, and supplemented; except as follows:
a. In the case of an emergency, in accordance with Article 3.12, Emergencies.
b. In the case of uncovering work, in accordance with Article
6.04, Covering and Uncovering Work.
D. Execution
1. Supplemental Agreements: Owner and Contractor shall execute Supplemental Agreements, and Owner shall promptly furnish Engineer a copy of such Supplemental Agreements.
2. Change Orders: Owner, Contractor, and Engineer shall execute change orders.
3. Upon receipt of any such document, Contractor shall promptly proceed with the work involved, which shall be performed under the applicable c onditions of the contract documents or as otherwise specifically provided in such document.
5.02 CHANGE OF CONTRACT PRICE
A. Total Compensation
1. The contract price constitutes the total compensation, subject to authorized adjustments as provided herein, payable to Contractor for performing the work.
2. All duties, responsibilities, and obligations assigned to or undertaken by Contractor shall be at its expense without change in the contract price.
B. The adjustment in contract price will be determined and paid in one of the following ways:
1. By unit prices acceptable to Owner and Contractor.
2. By lump sum prepared by Contractor and found acceptable by Owner.
3. By force account in accordance with Article 5.04, Force Account.
4. Otherwise, as agreed by Owner and Contractor.
C. Upon request by Engineer, Contractor shall submit promptly an itemized cost breakdown together with supporting data, satisfactory to Engineer, substantiating adjustments in contract price.
1. Contractor's expenses for the preparation of supporting data and cost estimates shall not be considered a direct cost payable in the contract price adjustment for an amendment or change.
D. When prices cannot be agreed upon, Owner may take one of the following actions:
1. Partial termination of contract for the items in question:
a. Such partial termination shall not be interpreted as a breach of contract and shall not give rise to Contractor's claim for an adjustment in contract price, contract time, or both.
b. Owner may proceed to have the items in question performed by its own forces or by others.
2. Direct Contractor to proceed with the items in question on a force account basis in accordance with Article 5.04, Force Account.
a. Upon receipt of Owner’s direction to proceed on a force account basis, Contractor shall prompt ly undertake the performance of the items in question under the applicable requirements of the contract documents or as otherwise
specifically provided.
5.03 CHANGE OF CONTRACT TIME
A. Time limits stated in the contract documents are of the essence of the Agreement.
1. The provisions under this article shall not exclude recovery for damages including, but not limited to, fees and charges of engineers, architects, attorneys, and other professionals and court and arbitration costs for delay.
B. Weather Related Extension of Time
1. Contractor may be entitled to an extension of contract when the work has been suspended in whole or in part due to weather conditions which delayed progress; provided that:
a. Such delayed progress is clearly beyond the control of Contractor.
b. Contractor is not at fault.
c. Contractor is not negligent under the terms of the contract documents.
2. Contractor shall submit a claim for a weather-related extension of the contract time so that Engineer receives such claim not later than 10 days following the end of the delay-causing condition.
a. Such claim shall be in writing and shall state the reas on for and the extent of the requested time extension.
3. Owner will ascertain the facts and the extent of the delay and make a finding of the facts thereon.
a. No extension in contract time will be allowed for the first 20 working days lost due to weather conditions.
4. Owner may grant an extension of time after the expiration of the original contract time as previously extended, and the extension so granted shall be deemed to commence and be effective from the date of such expiration.
a. No other compensation or payment will be allowed for time lost due to weather.
C. Other Delays Beyond Contractor's Control
1. Contractor shall not be assessed liquidated damages for delays in the completion of the work caused by acts of God, acts of criminals, acts of Owner, acts of public utilities, delays covered in Subparagraph 2.05 B.7., fire, floods, epidemics, quarantine restrictions, labor strikes that delay the critical sequence of the work, or delays of subcontractors due to such causes, provided that Contractor shall notify Owner in writing the causes of such delay in accordance with Article 5.05, Claims.
Contractor shall have no claim for any other compensation for any such delay.
D. Limit to Contract Time Extension
1. The contract time will be exte nded only when and to the extent that the justified causes of delay affect the prosecution of work having a direct effect on the critical sequence of performance (critical path) required to complete the contract within the contract time.
2. Other limitations are stipulated in Paragraph D of Article 6.09, Owner May Correct Defective Work.
5.04 FORCE ACCOUNT
A. When directed by Owner, Contractor should promptly perform changes in the work pursuant to force account procedures.
Under such procedures, Contractor will be compensated for the costs of labor, materials, equipment, overhead, and other concepts as stipulated hereinafter.
1. Change order authorizing force account work.
a. Owner will issue a change order authorizing force account work, and this change order will include a description of the work to be performed and a preliminary cost estimate
prepared by Engineer.
1) The change orders authorizing force account work
shall be signed by Contractor to acknowledge recei pt
of Owner's direction but not as an approval of the
preliminary cost estimate.
b. Contractor shall proceed to perform the force account work but shall not exceed the cost set in the change order
authorizing force account work unless by subsequent change order Owner authorizes an additional cost allowance.
c. Upon completion of the force account work, Owner will issue a change order closing the force account work and adjusting the cost figures and contract price as well as adjusting the contract time, when applicable.
1) This change order closing the force account work shall be sign ed by Contractor to signify Contractor's
acceptance of the adjustments to the contract price
and contract time.
B. For the cost of labor and foremen in direct charge of the specific operations related to the force account work, Contractor will be paid:
1. The cost of wages paid by Contractor at rates not to exceed those for comparable labor currently employed on the work.
2. The cost of industrial accident or Worker's Compensation Insurance.
3. The cost of social security taxes and unemployment co mpensation insurance.
4. The amounts paid by Contractor by reason of an employment contract generally applicable to its employees.
5. An amount equal to 25% of the cost of wages and other costs listed before to cover Contractor's overhead and profit.
a. Owner will make no additional payment for subcontractors or others employed by Contractor in the performance of force account work.
b. Contractor shall negotiate with subcontractors and others the appropriate compensation for overhead and profit.
C. Cost of Tools and Equipment
1. For the use of power tools and special or heavy equipment, except small tools and minor items of equipment stipulated below, Contractor will be paid in accordance with the current edition of "Labor Surcharge and Equipme nt Rental Rates" published by the State of California, Department of Transportation, Caltrans.
a. In the event that any of the equipment to be used is not listed in said schedule; the rental rate for such equipment shall be as agreed upon in writing bef ore the force account work is started.
b. No separate payment will be made for the use of small tools and minor items of equipment which cost shall be considered included in the overhead allowance.
1) As used herein, small tools and minor items of
equipment shall be individual tools or items of
equipment having each a replacement value of $200 or
less.
2. To cover Contractor's overhead and profit, 15% shall be added to such rental rates.
D. Cost of Materials and Equipment
1. For the cost of materials and equipment accepted by Engineer and used or installed in the force account work, Contractor will be paid the actual cost of such material and equipment, including transportation charges, to which cost shall be added a sum equal to 15% thereof to cover Contractor's overhead and profit.
E. Supervision and Overhead
1. No separate payment will be made for general superintendence.
2. The cost of supervision and overhead shall be understood to be included in the 25% added for labor and the 15% added for the other concepts in accordance with the preceding stipulations.
F. Defective Work
1. Contractor shall repair, reconstruct, replace, or otherwise make acceptable work found by Engineer to be defective, and costs incurred by Contractor to make such defective work acceptable shall be considered as included in the 25% and in the 15% overhead and profit allowances stipulated previously.
G. Records
1. At the end of each day, Contractor and Engineer shall compare the records of force account work performed and resolve disagreements.
2. Copies of these records shall be made on suitable forms provided for this purpose and signed by Engineer and Contractor.
3. Invoices for force account work shall be certified by Contractor, and shall be submitted to Engineer not later than the 5th day of the month following that in which the force account work was performed.
5.05 CLAIMS
A. Claims for a change in the contract price or in the contract time shall be based on written notice sent to Engineer by registered mail or certified mail, return receipt requested, stating clearly and in detail claimant's objections and reasons for the claim.
1. The notice shall be delivered within the number of days stipulated in each case, and where the number of days is not stipulated, promptly, but in no event later than 10 days after the occurrence of the event giving rise to the claim.
B. The notice shall be followed with a statement delivered to Engineer, detailing the adjustment to the contract price or contract time, or both, sought by the claimant together with supporting data and a declaration, as set forth in the following:
1. The statement and sup porting data shall be delivered within the number of days stipulated in each case, and where the number of days is not stipulated, not later than 20 days after the occurrence of the event giving rise to the claim, unless Engineer allows an additional period of time to ascertain more accurate data in support of the claim.
2. The statement and supporting data shall be accompanied by claimant's written declaration that the amount and time claimed cover all known amounts (direct, indirect, and consequential) and time to which the claimant is entitled as a result of the occurrence of said event.
C. Review of Claims
1. As required by Public Contracts Code Section 9204, a copy of which is attached and incorporated herein, Engineer will review claims within a reasonable time, not to exceed 45 days, and will provide a written statement identifying what portion of the claim is disputed and what portion is undisputed to claimant and to the other party. Upon receipt of a claim, a public entity and a contractor ma y, by mutual agreement, extend the time period provided in this subdivision.
a. If the Engineer needs approval from the City Council to provide the claimant a written statement identifying the disputed portion and the undisputed portion of the claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the public entity shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the claimant a written statement identifying the disputed portion and the undisputed portion.
b. Any payment due on an undisputed portion of th e claim shall be processed and made within 60 days after the Engineer issues his or her written statement. If the Engineer fails to issue a written statement, Failure by the Engineer to respond to a claim from a contractor within the time periods described above or to otherwise meet the time requirements set forth herein shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the Engineer’s failure to have responded to a claim, or its failure to otherwise meet the time requirements set forth herein, shall not
constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the claimant.
2. If the claimant disputes the Engineer’s written response, or if the Engineer fails to respond to a claim within the time prescribed, the claimant may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, retur n receipt requested, the public entity shall schedule a meet and confer conference within 30 days for settlement of the dispute.
3. Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the Engineer shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the Engineer and the claimant sharing the associated cos ts equally. The Engineer and claimant shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing. If the parties cannot agree upon a mediator, each party shall select a mediator and tho se mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject to applicable procedures outside this section.
a. For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.
b. Unless otherw ise agreed to by the Engineer and the
contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contracts Code Section 20104.4 to mediate after litigation has been commenced.
c. This section does not preclude the Engineer from requiring arbitration of disputes under private arbitration or the Public Works Contract Arbitration Program, if mediation under this section does not resolve the parties' dispute.
4. Amounts not paid in a timely manner as req uired herein shall bear interest at 7 percent per annum.
5. If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim against the City because privity of contract does not exist, the contractor may present to the Engineer a clai m on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the contractor present a claim for work which was performed by the subcontr actor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the claim be presented to the Engineer shall furnish reasonable documentation to support the claim. Within 45 days of receipt of this written request, the contractor shall notify the subcontractor in writing as to whether the contractor presented the claim to the public entity and, if the original contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so.
6. A waiver of the rights granted by this section is void and contrary to public policy, provided, however, that (1) upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commenceme nt of a civil action or binding arbitration, as applicable; and (2) the Engineer may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of this section, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section.
D. Claims for an adjustment in contract price or contract time, or both, will be invalid when not submitted in accordance with this article.
E. Provisions relating to claims are stipulated elsewhere in these General conditions and include:
1. Subparagraph 2.03 C.2.: Claim for omissions, conflicts, errors, or discrepancies in the contract documents.
2. Subparagraph 2.05 A.4.: Claim for Owner's delay in furnishing lands, rights-of-way, or easements.
3. Subparagraph 2.05 B.7.: Claim for interference or relocation of underground facilities.
4. Subparagraph 3.01 A.1.a.: Claims for demands outside the requirements of the contract documen ts, or for incorrect or unfair actions of Engineer.
5. Paragraph 4.02 B.: Claims for increase in contract price or extension of contract time as a consequence of a clarification or interpretation by Engineer.
6. Article 4.03: Engineer's role in claims and disputes.
7. Paragraph 4.04 B.: Claim for increase of contract price or extension of contact time as a consequence of a minor variation.
8. Paragraph 6.04 B.: Claims for increase in contract price or extension of contract time or both for uncovering work.
9. Article 6.08: Claims related to acceptance of work that is defective.
10. Paragraph 6.09 C.: Claims related to Owner's correction of defective work.
11. Paragraph 8.01 B.: Contractor's claim for an increase in contract price, an extension of contract time, or both in case of suspension of work by Owner.
PART 6 QUALITY ASSURANCE AND QUALITY CONTROL
6.01 CONTRACTOR'S WARRANTY
A. Contractor warrants and guarantees to Owner and Engineer that the work will be in accordance with the contract documents and will not be defective.
1. Prompt notice of defects observed by Engineer or Owner will be given to Contractor.
a. However, Owner and Engineer are under no obligation to do so and neither Owner nor Engineer shall be held liable
because Owner or Engineer does not discover defective work during the progress of construction.
2. Defective work, whether or not in place, may be rejected, corrected, or accepted as provided in this PART 6, QUALITY ASSURANCE
AND QUALITY CONTROL
B. The warranty provided herein should not be in lieu of, but shall be in addition to any warranties or other obligations otherwise imposed by the co ntract document or by law.
1. The remedies provided herein should not be exclusive and Owner shall be entitled to any and all remedies provided by law.
6.02 ACCESS TO WORK
A. Engineer and Engineer's representatives, other representatives of Owner, testing agencies, and governmental agencies with jurisdictional interests shall have access to the work at reasonable times for their observation, inspecting, and testing.
B. Contractor shall provide proper and safe conditions for such access.
6.03 TESTS AND INSPECTIONS
A. Contractor shall give Engineer timely notice of readiness of the work for required inspections, tests, or approvals.
B. The City shall be responsible for arranging and obtaining inspection and tests. City shall pay for all costs associated with the initial test at any location. If the tested material fails the test, the Contractor shall repair, rework, reconstruct, and pe rform all work necessary to achieve the final condition specified by the contract documents, and shall pay all costs associated with any and all subsequent tests until the material meets or exceeds the test criteria. Contractor shall be responsible for ob taining approvals, and shall submit Contractor's work for inspection, testing, or approval required:
1. Specifically by Laws and Regulations of any public body having jurisdiction over the work or a part thereof.
2. In connection with Owner or Engine er's acceptance of a supplier of materials or equipment proposed to be incorporated in the work.
3. Of materials or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the work.
C. The cost of inspections, tests, and approvals in addition to those stipulated in the preceding Paragraph B, which are required by the contract documents, shall be paid by Owner unless otherwise specified in the specifications.
D. Inspections, tests, or approvals other than those r equired by Laws or Regulations of any public body having jurisdiction shall be performed by organizations acceptable to Owner.
E. Neither observations by Engineer nor inspections, tests or approvals by others shall relieve Contractor from Contractor's o bligations to perform the work in accordance with the contract documents.
6.04 COVERING AND UNCOVERING WORK
A. When work, including work of others that is to be inspected, tested, or approved is covered without written concurrence of Engineer, it shall, when requested by Engineer, be uncovered for observation.
1. Such uncovering shall be at Contractor's expense unless Contractor has given Engineer timely notice of Contractor's intention to cover the same and Engineer has not acted with reasonable promptness in response to such notice.
B. When work is covered contrary to the written request of Engineer, it shal l, when requested by Engineer, be uncovered for Engineer's observation and replaced at Contractor's expense.
C. When Engineer considers it necessary or advisable that covered work be observed by Engineer or inspected or tested by others, Contractor, at Engineer's request, shall uncover, expose or otherwise make available for observation, inspection or testing, as Engineer may require, that portion of the work in questions, furnishing all necessary labor, material and equipment.
1. When it is found that such work is defective, Contractor shall bear all direct, indirect and consequential costs of such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction, (including, but not limited to, fees and charges of engineers, architects, attorneys and other professionals), and Owner shall be entitled to an appropriate decrease in the contract price, and, when the parties are unable to agree as to the amount thereof, may make a claim therefore in accordance with Article 5.05, Claims.
2. When, however, such work is not found to be defective, Contractor shall be allowed an increase in the contract price or an extension of the contract time, or both, directly attributable to such uncovering, exposure, observation, inspection, t esting and reconstruction; and, when the parties are unable to agree as to the amount or extent thereof, Contractor may make a claim therefore in accordance with Article 5.50, Claims.
6.05 OWNER MAY STOP THE WORK AND TERMINATE THE CONTRACT
A. Stopping the Work by Owner
1. When the work is defective or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to furnish or perform the work in such a way that the completed work will conform to the contract documents, Owner may order Co ntractor to stop the work, or any portion thereof, until the cause for such order has been eliminated.
2. However, this right of Owner to stop the work shall not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor or any other party.
B. Terminating the Work by Owner
1. Owner may serve written notice upon Contractor and its surety of Owner's intention to terminate the contract, said notice containing the reasons for such intention to terminate the contract, and unless within 10 days after the service of such notice such violations shall cease and satisfactory arrangements for the corrections thereof be made, the contract shall, upon the expiration of said 10 days, cease and terminate.
2. In the event of any s uch termination, Owner will immediately serve written notice thereof upon the surety. Contractor and the surety shall have the right to take over and perform the contract; provided, however, that when the surety, within 15 days after the serving upon it of a notice of termination, does not give Owner written notice of surety's intention to take over and perform the contract or does not commence performance thereof within 30 days from the date of serving said notice, Owner may take over the work and prosecu te the same to completion by contract or by any other method Owner may deem advisable for the account and at the expense of Contractor and its surety, shall be liable to Owner for any excess cost or other damage caused to Owner thereby, and in such event Owner may, without liability for so doing, take possession of and utilize in completing the work such materials, equipment, appliances, plants and other property belonging to Contractor that may be on the site of the work and be necessary therefore.
3. For any portion of such work that Owner elects to complete by furnishing employees, materials, tools and equipment, Owner will be compensated for such in accordance with the schedule of compensation for force account work under the article on payment for changes in the work.
C. The provisions in this Article 6.05 are in addition to and not in limitation of any other rights or remedies available to Owner.
6.06 CORRECTION OR REPLACEMENT OF DEFECTIVE WORK
A. When required by Engineer, Contractor shall prom ptly, as directed, either correct defective work, whether or not fabricated, installed or completed, or, where the work has been rejected by Engineer, remove it from the site and replace it with non-defective work.
B. Contractor shall bear all direct, i ndirect and consequential costs of such correction or replacement and removal (including but not limited to fees and charges of engineers, architects, attorneys and other professionals) made necessary thereby.
6.07 ONE YEAR CORRECTION PERIOD
A. When within one year after the date of Owner's acceptance of the work or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee required by the contract documents or by any specific provisions of the contract documents, any work is found to be defective, Contractor shall promptly, without cost to Owner and in accordance with Owner's written instructions, either correct such defective work, or, when it has been rejected by Owner, remove it from the site and replace it with non-defective work.
B. Where Contractor does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective work corrected or the rejected work removed and replaced, and all direct, indirect and consequential costs of such removal and replacement (including but not limited to fees and charges of engineers, architects, attorneys and other professionals) shall be paid by Contractor.
1. In special circumstances where a particular item of equipment is placed in continuous service before final acceptance of the work by Owner, the correction period for that item may start to run from an earlier date when so provided in the specifications or by Supplemental Agreement.
C. In the event it is necessary for Owner to file suit to enforce any liability of Contractor pursuant to this Article 6.07, Owner shall be entitled to recover from Contractor, in addition to all other amounts found due and owing, costs of suit and expenses including, but not limited to, fees of engineers, architects, attorneys and other professionals and court and arbitration costs arising directly, indirectly or consequential out of any action, legal or equitable, caused by t he successful enforcement of Contractor's obligations, all to be taxed as costs and included in any judgment rendered.
D. Contractor shall execute and deliver, to Engineer, a copy of Document 00680, Warranty Form, before Owner's final acceptance of the work.
6.08 ACCEPTANCE OF DEFECTIVE WORK
A. When instead of requiring correction or removal and replacement of defective work, Owner (and, prior to Engineer's recommendation of final payment, also Engineer) prefers to accept it, Owner may do so.
B. Contractor shall bear all direct, indirect and consequential costs attributable to Owner's evaluation of and determination to accept such defective work (such costs to be approved by Engineer as to reasonableness and to include but not be limited to fees an d charges of engineers, architects, attorneys and other professionals).
C. When any such acceptance occurs prior to Engineer's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the contract documents with respect to the work; and Owner shall be entitled to an appropriate decrease in the contract price, and, when the parties are unable to agree as to the amount thereof, Owner may make a claim therefore in accordance with Article 5.05, Claims.
D. When the acceptance occurs after such recommendation, an appropriate amount shall be paid by Contractor to Owner.
6.09 OWNER MAY CORRECT DEFECTIVE WORK
A. When Contractor fails within a reasonable time after written notice of Engineer to proceed to correc t and to correct defective work or to remove and replace rejected work as required by Engineer in accordance with provisions stipulated elsewhere in these General Conditions, or when Contractor fails to perform the work in accordance with the contract documents, or when Contractor fails to comply with any other provision of the contract documents, Owner may, after 7 days written notice to Contractor, correct and remedy any such deficiency.
B. In exercising the rights and remedies under this Article 6.09, Owner will proceed expeditiously.
1. To the extent necessary to complete corrective and remedial action, Owner may exclude Contractor from all or part of the site, take possession of all or part of the work, and suspend Contractor's services related thereto, take possession of Contractor's tools, appliances, construction equipment and machinery at the site and incorporate in the work all materials and equipment stored at the site or for which Owner has paid Contractor but which are stored elsewhere.
2. Contractor shall allow Owner such access to the site as may be necessary to enable Owner to exercise the rights and remedies under this Article 6.09.
D. All direct, indirect and consequential costs of Owner in exercising such rights and remedies will be charged against Contractor in an amount approved as to reasonableness by Engineer, and a Change Order will be issued incorporating the necessary revisions in the contract documents with respect to the work; and Owner shall be entitled to an appropriate decrease in the contract price, and, when the parties are unable to agree as to the amount thereof, Owner may make a claim therefore in accordance with Article 5.05, Claims.
1. Such direct, indirect and consequential costs will include but not be limited to fees and charges of engineers, architects, attorneys and other professionals, all court and arbitration costs and all costs of repair and replacement of work of others destroyed or damaged by correction, removal or replacement of Contractor's defective work.
D. Contractor shall not be allowed an extension of the contract time because of any delay in performance of the work attributable to the exercise by Owner of Owner's rights and remedies under this Article 6.09.
6.10 STORM WATER POLLUTION PREVENTION
A. Summary
1. Requirements for preparation and implementation of the Storm Water Pollution Prevention Plan for the Contractor’s construction activities.
B. References
1. United States Code of Federal Regulations (CFR):
a. 40 CFR Part 117.
b. 40 CFR Part 302.
2. State of California, State Water Resources Control Board, Regional Water Quality Control Board (SWRCB).
C. Submittals
1. Storm Water Pollution Prevention Plan:
a. Prepare and submit a Storm Water Pollution Prevention Plan (Plan) in accordance with Section A of the General
Construction Activity Storm Water Permit to the Owner for reference.
b. Prepare and submit a monitoring program and reporting plan in accordance with Section B of the General Construction Activity Storm Water Permit to the Owner for reference.
c. Submit to the Owner for reference a Storm Water Pollution Prevention Plan detailing the placement of physical Best Management Practices (BMPs) required for installation and the methods used to comply wi th those BMPs directed at operational procedures, Monitoring Program and Reporting Plan.
d. The plan shall specifically address and detail changes from the alternatives called out in this section. The Contractor’s preferred techniques shall show how it will comply with the stated objectives of the program.
e. The plan shall address various project phases and operations, including BMPs specific to earthwork sequencing (demolition, stockpiling, material segregation, etc.).
f. A copy of the Notice of Intent (NOI) m ust be submitted to the City of Santa Maria as required by the NPDES Phase II
regulation.
g. All submittals are required prior to issuance of the Notice to Proceed.
D. Contractor’s Responsibilities
1. Keep and maintain the Plan at the construction site for the duration of the project.
E. BMP Products
1. General: Those products required to implement the BMPs.
F. Execution – Contractor’s Actions
1. Take the proper actions to prevent contaminants and sediments from entering the storm drainage system should any unforeseen circumstance occur.
2. Take immediate action if directed by the City Engineer, or if the Contractor observes contaminants and/or sediments entering the storm drainage system, to prevent further storm water from entering the system.
3. Pay all fines and respond to Notice of Violations.
PART 7 PAYMENTS TO CONTRACTOR AND COMPLETION
7.01 SCHEDULE OF VALUES
A. Basis for Progress Payments
1. The schedule of values established as specified in the special provisions shall serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to Engineer.
2. Progress payments on account of unit pric e work will be based on the number of units completed.
7.02 APPLICATION OF PROGRESS PAYMENT
A. Once each month Owner will process a progress payment on the basis of an Application for Payment approved by Engineer for work completed during the preceding month.
1. The Application for Payment shall be prepared and signed by Contractor who shall submit it to Engineer.
B. The Application for Payment shall cover work performed by Contractor during the preceding month plus the paid invoice cost of materials and equipment suitably stored at the site of the work.
1. Payment for material and equipment stored shall be based on vendors' paid invoices, which shall be listed by Contractor.
a. The first Application for Payment in which payment is requested for material and equipment suitably stored shall include a copy of the paid invoice covering the material and equipment; a warranty that the materials and equipment are free and clear of liens, charges, security interests, and encumbrances; and evidence that the materials and
equipment are covered by appropriate property insurance and other arrangements to protect Owner's inter est therein; all of which will be satisfactory to Owner.
1) Contractor shall prepare and update for each
Application for Payment a list of invoices showing:
a) The total amount of each invoice.
b) The invoice amount that has been incorporated
in the work.
c) The remaining invoice amount that is stored for
which payment is requested that month.
b. Only material and equipment that will become an integral part of the work may be included in the Application for Payment.
c. Payments for job site delivered material or equipment shall not reduce Contractor's responsibility for such material or equipment until final acceptance of the work by Owner.
C. Owner will withhold part of the progress payment amount, as follows:
1. Not more than 5% of the progress payment amount until the work is complete.
2. Contractor may substitute securities for any monies withheld by Owner.
a. Procedures shall be as provided in Section 22300 of the California Public Contract Code.
7.03 CONTRACTOR'S WARRANTY OF TITLE
A. Contractor warrants and guarantees that title to work, materials and equipment covered by an Application for Payment, whether incorporated in the work or not, shall pass to Owner no later than the time of payment free and clear of liens, charges, security interests, and encumbrances.
B. Nothing in the contract shall be construed as vesting in Contractor any right of property in material and equipment used after they have been attached or affixed to the work or the soil and accepted.
1. Such materials and equipment shall become the property of Owner upon being so attached or affixed and accepted.
7.04 PARTIAL ACCEPTANCE
A. Unless otherwise specified in the special provisions, no partial acceptance of the work will be made, and no acceptance other than the final acceptance of the completed work will be made.
B. Acceptance of parts of the work shall not be construed as final acceptance until Owner makes final acceptance of the completed work.
7.05 NOTICE OF READINESS AND FINAL OBSERVATION
A. After Contractor has completed the work to the best of its knowledge, including Contractor's inspection, testing and cleanup, Contractor shall notify Engineer by written memorandum that the work has been completed and is ready for final observation by Engineer.
B. In accordance with Paragraph 4.01B, Engineer will perform observation of the work promptly after receipt of Contractor's notification.
1. Items observed by Engineer to be defective will be noted to Contractor.
2. After Contractor has corre cted defective items, the procedure shall be the same as stipulated under this Article 7.05 for Contractor's Notice of Readiness and Final Observation.
C. When, upon observing the work, Engineer finds no defective work, materials, or equipment, and Engi neer finds the work to be in compliance with the contract documents, Engineer will notify Owner promptly that the work has been completed.
7.06 FINAL PAYMENT AND FINAL ACCEPTANCE
A. For and in consideration of the faithful performance of the work, Owner will pay Contractor the amount earned as computed from the actual quantities of work performed under the contract and will make such payment in the manner and at the times stipulated. Not withstanding any other language in this agreement, withholding an d payment shall comply with Public Contract Code, Section 7107.
B. Within 30 days after final acceptance of the work, Engineer will render to Owner and to Contractor a final estimate which will show the amounts due Contractor.
C. Within 40 days after the final acceptance of the work, Owner will pay to Contractor the amounts due under the contract, except that before the final payment will be made, Contractor shall:
1. Satisfy Owner by affidavit that all bills for labor and mater ials incorporated in the work have been paid.
2. Complete and submit, to Engineer, a Certification relinquishing any and all claims or right of lien under, in connection with, or as a result of the work.
D. The date upon which the work will be consid ered as complete shall be the date upon which Owner accepts the work.
E. This section shall not prohibit a public entity from placing in a public works contract and enforcing a contract provision which provides that payment of undisputed contact amounts is contingent upon the Contractor furnishing the public entity with a release of all claims against the public entity arising by virtue of the public works contract related to those amounts. Disputed contract claims in stated amounts may be specifically excluded by the Contractor from the operation of the release.
7.07 CONTRACTOR'S CONTINUING OBLIGATION
A. Contractor's obligation to perform and complete the work in accordance with the contract documents shall be absolute.
B. Neither recommendation of any progress or final payment by engineer, nor the issuance of a certificate of final completion, nor any payment by Owner to Contractor under the contract documents, nor any use or occupancy of the work or any part thereof by Owner, nor any act of acceptance by Owner nor any failure to do so, nor any review and approval of a shop drawing or sample submission, nor the issuance of a notice of acceptability by Engineer, nor any correction of defective work by Owner shall constitute an acceptance of work not in accordance with the contract documents or a release of Contractor's obligation to perform the work in accordance with the contract documents.
PART 8 SUSPENSION OF WORK AND TERMINATION
8.01 OWNER MAY SUSPEND WORK
A. Owner may, at any time and without cause, suspend the work or any portion thereof for a period of not more than 90 days by notice in writing to Contractor and Engineer.
1. In the notice, Owner will fix the date on which work will be resumed.
2. Contractor shall resume the work on the date so fixed.
B. Contractor will be allowed an increase in the contract price or an extension of the contract time, or both, directly attributable to any suspension when Contractor makes an approved claim therefore in a ccordance with Article
5.05, Claims.
8.02 OWNER MAY TERMINATE
A. Upon 7 days written notice to Contractor and Engineer, Owner may, without cause and without prejudice to any other right or remedy, elect to abandon the work and terminate the agreement.
1. In such case, Contractor shall be paid for all work executed and any expense sustained plus reasonable termination expenses, which will include, but not be limited to, direct, indirect and consequential costs (including, but not limited to, fees and charges of engineers, architects, attorneys and other professionals and court and arbitration costs).
8.03 CONTRACTOR MAY STOP WORK OR TERMINATE
A. When, through no act or fault of Contractor, the work is suspended for a period of more than 90 days by Owner or under an order of court or other public authority, or Engineer fails to act on any application for payment within 30 days after it is submitted , or Owner fails for 60 days to pay Contractor any sum finally determined to be due, then Contractor may, upon 7 days written notice to Owner and Engineer, and provided Owner or Engineer do not remedy such suspension or failure within that time, terminate the agreement and recover from Owner payment on the same terms as provided in Article 8.02, Owner May Terminate.
1. In lieu of terminating the agreement and without prejudice to any other right or remedy when Engineer has failed to act on an application for payment within 30 days after it is submitted, or Owner has failed for 60 days to pay Contractor any sum finally determined to be due, Contractor may, upon 7 days written notice to Owner and Engineer, stop the work until payment of all such amounts due Contractor including interest.
B. The provisions of this Article 8.03 are not intended to preclude Contractor from making claim under Article 5.02, Change of Contract Price and Article
5.03, Change of Contract Time.
PART 9 PUBLIC CONTRACT CODE SECTION 9204
PART 10 MISCELLANEOUS
10.01 ASSIGNMENT OF PAYMENTS
A. No assignment by Contractor of the whole or any part of the contract, or of funds to be received there under by Contractor, will be recognized by Owner unless such assignment has had prior consent of Owner, and Contractor's surety has been given due notice of such assignment in writing and has consented thereto in writing.
10.02 ASSIGNMENT TO AWARDING BODY
A. In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, Contractor or subcontractor offers and agrees to assign to Owner 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. Section 15) or under the Cartwright Act (Chapter 2 [commencing with Section 16700 ] of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to this contract or the subcontract.
B. This assignment shall be made and become effective at the time Owner tenders final payment to Contractor, without further acknowledgement by the parties.
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10.03 RESPONSIBILITY FOR INDEBTEDNESS
A. Indebtedness incurred for any cause in connection with the work shall be paid by Contractor, and Owner is hereby relieved at all times from any indebtedness or claim other than payments under terms of the contract or under applicable Laws and Regulations.
10.04 PROVISIONS REQUIRED BY LAW
A. Each and every provision of law and clause required by Laws and Regulations to be inserted in the contract shall be deemed to be inserted herein, and the contract shall be read and enforced as though each such provision of law and clause were included herein.
B. When through mistake or otherwise any such provision of law and clause is not inserted or is not correctly inserted, then upon the application of either party, the contract shall forthwith be physically amended to make such insertion.
10.05 NOTICE AND SERVICE THEREOF
A. Any notice to Contractor from Owner relative to any part of the contract shall be in writing and considered delivered and the service thereof completed when said notice is posted, by registered mail, to Contractor at its last given address, or delivered in person to Contractor or its representative on the work.
10.06 RIGHT-OF-WAY DELAYS
A. Contractor shall contact all utility companies, and others, who have facilities and predicate his schedule for the work upon the anticipated time of clearance. The City shall not be held either responsible or liable for any delay in the proceeding of the work, and any reference to "Right -of-Way Delays" in the standard specifications shall not apply to any portion of this work. Such delays, if substantiated to the sati sfaction of the Engineer, may be the basis for an extension of time for completing the project.
PART 11 INTEGRATION
11.01 ORAL MODIFICATIONS INEFFECTIVE
A. No oral order, objection, claim or notice by any party to the other shall effect or modify any of the terms or obligations contained in any of the contract documents and none of the provisions of the contract documents shall be held to be waived or modified by reason of any act whatsoever, other than by a definitely agreed waiver or modification thereof in writing, and no evidence shall be introduced in any proceeding of any other waiver of modification.
B. The waiver by Owner of any breach of any term or obligation in the contract documents shall not be deemed a waiver of such term or obligation, or any subsequent breach of the same or any other term or obligation contained in the contract documents.
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11.02 CONTRACT DOCUMENTS REPRESENT ENTIRE AGREEMENT
A. The contract documents represent the entire understanding of the Owner and Contractor as t o those matters contained herein, and no prior oral or written understanding shall be of any force or effect with respect to those matters covered by the contract documents.
11.03 EXISTING LAWS
Where these contract documents conflict with existing California or local laws, the existing laws shall have precedence.
*** END OF DOCUMENT 00700 ***
ATTY Rev 2013
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ATTACHMENT A
INSURANCE REQUIREMENTS
Attachment A will be inserted into the final Agreement and shall set forth the City's required insurance coverage, limits, endorsements, certificates, notice requirements, and related risk management provisions applicable to Contractor and any subcontractors.
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EXHIBIT A
KOMPAN SALES PROPOSAL NO. SP168298-5 - SCOPE AND PRICING SUMMARY Contractor: Kompan California, Inc., 22431 Antonio Parkway, Ste. B160-426, Rancho Santa Margarita, CA 92688
Sales Representative: Cass Robertson, [email protected] Proposal Date: May 19, 2026; Expiration Date: July 18, 2026 Project Name: US352151 Santa Maria Senior Center Fitness Installation Site Address: Santa Maria Senior Center, 510 East Park Avenue, Santa Maria, CA 93454 Business Agreement: Sourcewell; proposal reference: Sourcewell 101625 Payment Terms stated in proposal: 50% prepayment, 50% Net 30 days Notes stated in proposal: excludes sitework, products, and services not listed; assumes site to be accessible and install ready; product delivery estimated at 34 to 36 weeks upon order placement; pricing valid with approved KOMPAN Site Plan.
Equipment
No. Description Qty Net Price
FAZ60700-0002 Lower Back Bench - Night Sky Blue, Surface Mounted 1 $2,427.60 FSW40101-0001 Chest Press - Orange, Surface 1 $8,055.60 FSW24601-0903 Bike - White, In-Ground 1 $5,384.40
FSW23901-0903 Cross Trainer - White, In-Ground 1 $6,367.20 FSW24001-0903 Arm Bike - White, In-Ground 1 $4,746.00
FSW24101-0903 Recumbent Bike - White, In-Ground 1 $5,831.00 FSW40401-0001 Pull Down - Orange, Surface 1 $8,151.50
FSW40201-0001 Horizontal Row - Orange, Surface 1 $8,151.50 FSW40301-0001 Shoulder Press - Orange, Surface 1 $8,151.50 FAZ60300-0001 Leg Press - Orange, Surface Mounted 1 $18,275.00 FAZ20401-0901 Susp. Trainer/Mag Bells/Core Twist - Anthracite, In-Ground 90cm 1 $56,780.00
A380544-99 Safety Sign for FSW/FAZ 7 $0.00
A775958-9914 Safety Sign 1 $0.00
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Installation, Surfacing, Sitework, Freight, and Engineering No. Description Qty/Unit Net Price
INSTALL SPECIAL Installation of KOMPAN equipment - prevailing wage; includes installation of listed KOMPAN fitness equipment. 1 piece $48,514.28
FREIGHT Freight. 1 piece $20,252.55
US-PIP-50-50-CUSTOM Supply and install 50/50 poured-in-place rubber surfacing; 2 inches PIP for 4-foot fall height; 50% blue and 50% black with aromatic binder; includes 188 SF of 6-inch PIP + 4- inch PIP and 2 inches crushed stone for Balance Station in circle only. 2,800 SF $57,808.80 US-CUSTOM-SUBBASE Crushed stone; provide and install 4 inches of Class 2 Base; approximately 49 tons. 2,800 SF $16,758.00
US-CONCRETEWORK Concrete work per project requirements; provide and install seven concrete pads for surface-mounted equipment; pads excavated, formed, and poured. Quote includes state prevailing wages. 1 piece $25,615.39
US-ENGSTAMP-DRW-3 Engineered stamped drawings, 12 pieces. 1 piece $4,500.00 EXTRAS Payment and Performance Bond. 1 piece $8,420.35
Proposal Totals
Description Retail Price Discount Net Price
No. of Products 19
Subtotal - Products $156,102.33 $23,781.03 $132,321.30
Subtotal - Sitework $28,461.54 $2,846.15 $25,615.39
Subtotal - Surfacing $82,852.00 $8,285.20 $74,566.80
Subtotal - Installation $55,035.71 $2,021.43 $53,014.28 Subtotal - Freight $20,252.55 $20,252.55
Total USD Excl. Tax $314,190.67
Estimated Tax $21,474.59
Total USD Incl. Tax $335,665.26
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EXHIBIT B
KOMPAN SALES PROPOSAL NO. SP168298-5
The following pages reproduce the sales proposal incorporated into this Agreement.
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