RFB-24-25-53
RIVERWAY SPORTS PARK FENCING PROJECT
SAMPLE CONTRACT
PROJECT: CONSTRUCTION OF RIVERWAY SPORTS PARK FENCING
(City of Visalia Bid No. 24-25-53)
This Agreement, entered into and effective this ________ day of ________________, 2025 [“Effective Date”], by and between the City of Visalia, hereinafter referre d to as the “CITY”, and _____________________ _______ hereinafter referred to as the “CONTRACTOR”, “BIDDER”, or “SUBRECIPIENT”.
R E C I T A L S
WHEREAS, CONTRACTOR is an ____________________ (insert individual or entity type) with a primary business address of ____________________ and SSN or EIN: ____________________; and
WHEREAS, CITY is a municipal corporation and Charter Law City; and
WHEREAS, CITY desires completion of the Riverway Sports Park Fencing Project , which was let to bid on ________ ___ as evidenced by Bid No. 24-25-53 (the “Project”); and
WHEREAS, City of Visalia reviewed and evaluated responses to the Bid and determined to award a contract to CONTRACTOR for the Project; and
WHEREAS, CONTRACTOR represents it is licensed, qualified and willing to co mplete the Project pursuant to terms and conditions of this Agreement.
NOW, THEREFORE, CITY and CONTRACTOR agree as follows:
1. TERM:
The term of this Agreement shall commence on the Effective Date and expire upon completion of all obligations of the parties, unless earlier terminated by the parties. The indemnification and defense provision s shall survive expiration and termination.
Suspension or termination of this Agreem ent may occur if CONTRACTOR materially f ails to comply with any term of the award. Additionally, this Agreement may be terminated for convenience. In the ev ent of termination or expiration of this Agreement, CONTRACTOR shall tr ansfer to CITY any funds and/or accounts re ceivable on hand attributable to the use of CITY funds.
2. ATTACHMENTS INCORPORATED:
The following are attachments for this Agreement. Said attachments are incorporated into this Agreement as if included in full in the body:
ATTACHMENT NO. DESCRIPTION OF ATTACHMENT
Attachment 1 Contract General Provisions
Attachment 2 Insurance Requirements
Attachment 3 City of Visalia Bid 24-25-53, Riverway Sports Park Fencing Project Attachment 4 CONTRACTOR’s bid in response to Bid No. 24-25-53
3. CONTRACTOR SCOPE OF SERVICES:
CONTRACTOR shall provide all services/products as requested in Bid No. 24-25-53 for the stated compensation on or before the stated completion dates.
4. CITY COMMITMENTS:
CITY shall perform the following tasks on or before the stated completion dates:
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TASK COMPLETION DATE
Pay Contractor as work is completed and invoiced Within 45 days of receipt of approved invoice.
5. COMPENSATION:
CITY shall pay CONTRACTOR compensation for services as indicated in Paragr aph 4 above; however, CITY shall pay no more than the following amount as total co mpensation under this Agreement, unless ot herwise agreed in writing. Such sum shall be expended and paid by CITY on a reimbursement basis for services actually performed based on invoices, receipts, time sheets and similar documents presented by CONTRACTOR to CITY.
*CONTRACTOR may elect to avoid the 5% retention by depositing securities of equivalent value pursuant to California Public Contract Code Section 22300.
IN WITNESS WHEREOF, this Agreement is executed on the day and year first above written.
CONTRACTOR
Dated: ___________________ By:______________________________________________________ Authorized Officer: I certify under penalty of perjury under the laws of the State of California that I am fully authorized to execute this Agreement for CONTRACTOR in the capacity I have stated, and that such execution is sufficient to bind the CONTRACTOR.
CITY OF VISALIA
Dated: ____________________ By:______________________________________________________ City Manager
Dated: ____________________ By:______________________________________________________ City Attorney
Dated: ____________________ By:______________________________________________________ City of Visalia Risk Manager
Dated: ____________________ By:______________________________________________________ City of Visalia Project Manager
Total Compensation: $ (Contractor’s Stated Bid Amount)
Payment Schedule: Within 45 days from receipt of approved invoice for completed work, less 5% retention until 35 days after work is completed and accepted by CITY as evidenced by the recordation of a Notice of Completion* RFB-24-25-53
RIVERWAY SPORTS PARK FENCING PROJECT
Attachment 1 - CONTRACT GENERAL PROVISIONS
A. Successors and Assigns: This Agreement shall be binding upon and shall in ure to the benefit of any successors to or assigns of the parties.
B. Prohibition of Assignment : Neither party shall assign, delegate or transf er their rights and du ties in this Agreement without the written consent of the other party.
C. Notices: Notice shall be sufficient hereunder if personally served u pon the City Clerk of the CITY or an officer or principal of the CONTRACTOR, or if sent via the United States Postal Service, postage prepaid, addressed as follows:
CITY OF VISALIA CONTRACTOR:_______________________
707 W. Acequia Ave. _______________________
Visalia, CA 93291 _______________________
Attention: City Clerk Attention: ______________
D. Independent Contractor:
It is understood and agreed by the parties herein that CONTRACTOR, in the performance of this Agreement, shall act as an independent contractor, and therefore shall obtain no rights to any fringe benefits that accrue to regular full-time CITY employees.
E. Jurisdiction/Venue/Waiver Of Removal: This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in California. Any action brought to interpret or enforce this Agreement, or any of the terms or conditions hereof, shall be brought in Tulare County, California. The CONTRACTOR hereby expressly waives any right to remove any action to a county other than Tulare County as permitted pursuant to Section 394 of the California Code of Civil Procedure.
F. Integration/Modification: This Agreement and each of the documents and exhibits or attachments referenced herein, which are incorporated by reference, re presents the entire understanding of th e parties as to th ose matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by th e parties, unless otherwise explicitly authorized.
G. Conflict With Law: If any part of this Agreement is found to be in conflict with ap plicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said law, but the rem ainder of the Agreement shall be in full force and effect.
H. Indemnification: The CONTRACTOR waives any and all claims and re course against the CITY, including the right of contribution of loss or damage to pe rson or property arising from, growing out of, or in any way connected with or incidental to the CONTRACTOR’s performance of this Agreement, except claims ar ising from the concurrent or sole negligence of the CITY or its officer s, agents or employees. The CONTRACTOR will indemnify, hold harmless, and defend (at CITY’s option) the CITY against any and all claims, demands, dam ages, costs, expenses, or liability arising out of the CONTRACTOR’s performance of this Agreement except for liabilit y arising out of the concurrent or sole negligence of the CITY or its officers, agents, or employees.
I. Guarantees and Warranties:
1. IN GENERAL: All guarantees and warranties specifically c alled for by the specifications and/or this Agreement shall expressly run to the benefit of the CITY.
2. ONE YEAR GUARANTEE: Besides guarantees required el sewhere, CONTRACTOR shall and hereby does guarantee the project work for a period of one year after the date of acceptance by CITY.
3. WARRANTIES: Warranties required by the Invitation to Bid or this Agreement shall commence on the date of acceptance of the work by CITY, unless otherwise provided in a Certificate of Substantial Completion.
CONTRACTOR warrants that the materials and equipment fu rnished under the Agreement will be new and of recent manufacturer unless otherwise specified, and that all work will be of good quality, free from faults and defects, and in conformance with the Agreement. Work that does not confor m may be considered defective. This warranty excludes RFB-24-25-53
RIVERWAY SPORTS PARK FENCING PROJECT
remedy for damage or defect caus ed by abuse, modifications not exec uted by the CONTRACTOR, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage.
CONTRACTOR warrants that title to all work covered by an application for payment will pass to the CITY either by incorporation in the construction or upon the receipt of pa yment by the CONTRACTOR, whichever occurs first, free and clear of all liens.
CONTRACTOR warrants and guarantees that title to all work, materials, and equipment covered by any application for payment, whether incorporated in the project or not, will pass to CITY no later than the time of payment free and clear of all liens.
No materials or supplies for the pro ject shall be purchased by the CONTRACT OR or SUBCONTRACTOR subject to any mortgage or under a condition of s ale contract or other agreement by which an interest is retained by the seller.
CONTRACTOR warrants that it has good title to all materials and supplies used by it in the project, free from all liens.
CONTRACTOR shall indemnify and hold CITY harmless from all claims growing out of the lawful demands of SUBCONTRACTORS, laborers, workers, mechanics, material persons, and furnishers of machinery and parts thereof, equipment, power tools, and all supplies, incurred in fu rtherance of the performance of this Agreement.
CONTRACTOR shall, at CITY’s request, furnish satisfactory evidence that all obligations of the nature here and above designated have been paid, discharged, or waived. If CONT RACTOR fails to do so, then CITY may, after having served written notice on the CONTRACTOR, either pay directly unpaid bills, of which the CITY has written notice, or withhold from the CONTRACT OR’s unpaid compensation a sum of money deemed reasonably su fficient to pay any and all such lawful claims until satisfactory evidence is furn ished that all liabilities have be en fully discharged where upon payment to the CONTRACTOR shall be re sumed, in accordance of the terms of this Agreement, but in no event shall the provisions of this sentence be construed to impose any obligations on the CITY to either the CONTRACTOR or its surety. In paying any unpaid bills of the C ONTRACTOR, the CITY shall be deemed the agent of the CONTRACTOR and any payment so made by the CITY shall be considered as payment made under the contract by the CITY to the CONTRACTOR and the CITY shall not be liable to the CONTRACTOR for any such payments made in good faith.
Any defective work that is either corrected or replaced shall be warrantied and guaranteed for a period of one year from the date of such correction or replacement.
J. Attorney’s Fees: In the event either party commences any action, arbitration or legal proceedings for the enforcement of this Agreement, the prevailing party, as determined by the court or arbitrat or, shall be entitled to recovery of its attorney’s fees and court costs incurred in the action brought thereon.
K. Headings : Section headings are provided for organizational purposes only and do not in any manner affect the scope or intent of the provisions thereunder.
L. Firearms Prohibited: Guns may not be carried by contractors /vendo rs/consultants while working on City of Visalia premises without the expressed written approval of a City of Visalia Department Head, or an exemption in the contract. If a contractor/vendor/ consu ltant is caught carrying a gun, without City permission, their contract will be terminated.
M. Executive Order N-6-22 – Russia Sanctions
On March 4, 2022, Governor Gavin Newsom issued Execu tive Order N-6-22 (the EO) re garding Economic Sanctions against Russia and Russian entities and individuals. “Economic San ctions” refers to sancti ons imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactio ns with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State sh all provide Contractor adva nce written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.
N. Time is of the Essence : Time is of the essence in the performance of the construction anticipated by this Contract.
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O. Liquidated Damages : City and contractor acknowledge and agree that time is of the essence for this project. Therefore, for each day the project is delayed beyond the agreed completion date of sixty (60) calendar days, it would be extremely difficult and impractical to ascertain the extent of the detriment to city. The parties have determined and agreed that the actual amount of damages that would be suffered by city as a result of any such delay is the sum of two hundred dollars ($200.00) per day, which is a reasonable estimate of the amount of such damages. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty within the meaning of California civil code sections 3275 or 3369, but is intended to constitute liquidated damages to city pursuant to California civil code sections 1671, 1676 and 1677. City hereby waives the provisions of California civil code section 3389. City agrees that these liquidated damages shall be in lieu of any other monetary relief or other remedy for delay, including, without limitation, specific performance, to which city might otherwise be entitled under this agreement, at law or in equity, and shall be city’s sole and exclusive right and remedy, except that city may terminate the agreement.
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Attachment 2 - CONTRACT INSURANCE REQUIREMENTS
1. CONTRACTOR Insurance. CONTRACTOR, at its sole cost and expense, for the fu ll term of this Agreement (and any extensions thereof), shall obtain and maintain at a minimum compliance with all of the following insurance coverage(s) and requirements. Such insurance coverage shall be primary cove rage as respects CITY and an y insurance or self-insurance maintained by CITY shall be in excess of CONTRACTOR’s insurance coverage and shall not contribute to it.
2. Subcontractor(s’) Insurance. If CONTRACTOR utilizes one or more subcontractors in the pe rformance of this Agreement, CONTRACTOR shall obtain and maintain indepe ndent insurance as to each subcontractor or otherwise provide evidence of insurance coverage for each subcontractor equivalent to that required of CONTRACTOR in this Agreement.
3. Types of Insurance and Minimum Limits. The following types of insurance and minimum limits are required providing at least the following minimum coverage and limits of liability:
a. Worker’s Compensation written in accordance with the laws of the State of California providi ng coverage for any and all employees of CONTRACTOR in the minimum statutorily required coverage amounts;
b. Automobile Liability Insurance for each of CONTRACTOR’s vehicles used in the performance of this Agreement, including owned, non-owned (e.g. owned by CONTRACTOR’s employees or contractors), leased or hired vehicles, in the minimum amount of $1,000,000 combined single limit pe r occurrence for bodily injury and property damage.
This insurance coverage shall not be required if vehicle used by CONTRACTOR is not a material part of performance of this Agreement.
c. Comprehensive or Commercial General Liability Insurance coverage in the minimum amount of $1,000,000 combined single limit, including coverage for:
(1) bodily injury;
(2) personal injury;
(3) broad form property damage;
(4) contractual liability;
(5) cross-liability;
(6) products and completed operations liability
d. Professional Liability insurance coverage, in an amount not less than One Million Dollars ($1,000,000).
4. Other Insurance Provisions.
If any insurance coverage required in this Agreement is provided on a “Claims Made” rather than “Occurrence” form, CONTRACTOR agrees to maintain the requ ired coverage for a period of three (3) years after the expiration of this Agreement (hereinafter “post agreement coverage”) and any extensions thereof. CONTRACT OR may maintain the required post agreement coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post agreement coverage being both available and reasonably affordable in relation to the coverage provided during the term of this Agreement. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annual policy premium during the term of this Agreement in order to purcha se prior acts or tail coverage for post agreement coverage shall be deemed to be reasonable.
5. Endorsements.
All required Automobile and Comprehensive or Commercial General Liability Insurance shall be endorsed to contain the following clauses:
a. The City of Visalia, its officers, agen ts, employees, representatives, and volunte ers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Visalia.
b. It is agreed that any insurance maintain ed by the City of Visalia shall apply in excess of and not contribute with insurance provided by this policy.
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c. This insurance shall not be canceled, lim ited in scope or coverage, or non-rene wed until after thirty (30) days prior written notice has been given to the City Clerk, City of Visalia, 707 W. Acequia, Visalia, CA, 93291
6. Proof of Coverage.
CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide CITY on or before the effective date of this Agreement with Certificate(s) of Insurance for all required coverages. Copies of all the required Endorsements shall be attached to the Certificate(s) of Insurance or other evidence of insurance acceptable to the City of Visalia, wh ich shall be provided by CONTRACTOR’s insura nce company as evidence of the stipulated coverages. This Proof of Coverage shall then be mailed to the City of Visalia at the following address:
City of Visalia
707 W. Acequia
Visalia, CA 93291
Attn: Purchasing Division