Yountville City Council
October 6, 2026

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TOWN OF YOUNTVILLE

SHORT FORM CONSTRUCTION AGREEMENT
The Town adopted the Uniform Public Construction Cost Accounting Act on May 16, 1989 - Use the following form agreement for construction of Public Works projects valued at $75,000 or less, without bidding, and for projects valued at $220,000 or less, using informal bidding procedures.

Consider the following when using this form agreement:
1) The Uniform Public Construction Cost Accounting Act - If a project is bid through informal procedures but is not more than $220,000, the Town can award a contract at $235,000 or less, to the lowest responsible bidder, if the Town determines that the Town’s cost estimate was reasonable (Public Contract Code § 22034). 2) For all bids, a separate bid item is required for construction of a pipeline, sewer, sewage disposal system, boring and jacking pits, involving trenches or open excavations that are five feet or deeper (Labor Code § 6707).
3) For projects that require removal, relocation, or protection of existing main or trunkline utility facilities located on the site of any construction project, proposals or informal bids shall include provisions to compensate the contractor for the costs of locating, repairing damage not due to the failure of the contractor to exercise reasonable care, and removing or relocating such utility facilities not indicated in the plans and specifications with reasonable accuracy, and for equipment on the project necessarily idled during such work (Gov Code § 4215).
4) Business & Professions Code section 7028.15(e) requires the Town to verify that the contractor was properly licensed at the time it submitted its bid, prior to awarding a contract.
5) Pursuant to California Civil Code section 9550, a payment bond is required to be submitted for all projects estimated in excess of $25,000. 6) All civil engineering plans and specifications that are permitted or that are to be released for construction shall bear the signature and seal of the licensee and the date of signing and sealing or stamping (Business & Professions Code § 6735(a)). 7) “Public work” includes work performed during the design, site assessment, feasibility study, and other preconstruction phases of construction, including, but not limited to, inspection and land surveying work (Labor Code 1720).
8) Where the Contractor discloses more than $500 in campaign contributions (in aggregate) to any Town council member or Commissioner/Boardmember, the attached Agreement should not be executed by the Town without prior approval from the Town Attorney.

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CONSTRUCTION SERVICES AGREEMENT
Providing Payment of Prevailing Wages
(Town of Yountville /______________________)

1. IDENTIFICATION
This CONSTRUCTION SERVICES AGREEMENT (“Agreement”) is entered into by and between the Town of Yountville, a California municipal corporation (“Town”), and _______________________________, a ________________________________ (“Contractor”) (collectively, “parties”).

2. RECITALS

2.1. Town has determined that it requires the following construction services from a contractor:

2.2. Contractor represents that it is fully qualified to perform such construction services by virtue of its experience and the training, education and expertise of its principals and employees. Contractor further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

2.3. Contractor represents that it has no known relationships with third parties, Town Council members, or employees of Town which would (1) present a conflict of interest with the rendering of services under this Agreement under California Government Code section 1090, the Political Reform Act (Government Code section 81000 et seq.), or other applicable law, (2) prevent Contractor from performing the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information.

2.4. Town has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor shall perform in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Contractor’ work by Town shall not operate as a waiver or release. Contractor represents and warrants to Town that (a) it has all licenses, permits, qualifications, insurance and approvals of whatever nature which are legally required for Contractor to practice its profession, and (b) it shall, at its sole cost, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance and approvals DRAFT
__________________________________________________________________ __________________________________________________________________ USA Shades Inc. USA Shades Inc. CF-0022 Shade Structure at the Community Center Design and installation of shade structure at the Community Center.

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which are legally required for Contractor to practice its profession. Contractor shall indemnify and hold harmless Town, its officers, agents, employees and volunteers from and against any and all claims or expenses caused or occasioned directly or indirectly by Contractor’s failure to so perform
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, Town and Contractor agree as follows:

3. DEFINITIONS

3.1. “Scope of Services”: Such construction services as are set forth in Contractor’s ___________________________ proposal to Town attached hereto as Exhibit __ and incorporated herein by this reference.

3.2. “Town Reference Specifications”: The Town’s set of Reference Specifications, including the State of California Department of Transportation Standard Specifications, Standard Plans, and Manual of Traffic Controls in effect at the time of Town Council approval of project plans & specifications, which are incorporated herein by reference and are hereby accepted as Reference Specifications. These specifications shall provide the technical standards for work as applicable, in the opinion of the Director of Public Works. Copies are available online, or at Town Hall. If a discrepancy in contract parts exists, the governing ranking of contract parts in descending order is: special provisions; project plans; revised standard specifications; standard specifications; revised standard plans; standard plans; supplemental project information; written numbers and notes on a drawing govern over graphics; detail drawing governs over a general drawing; specific specification governs over a general specification; specification in section governs over a specification referenced by that section.

3.3. “Agreement Administrator”: The Agreement Administrator for this project is ______________________________. The Agreement Administrator shall be the principal point of contact at the Town for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. Town reserves the right to change this designation upon written notice to Contractor.

3.4. “Approved Fee Schedule”: Contractor’s compensation rates are set forth in the fee schedule attached hereto as Exhibit ___ and incorporated herein by this reference.

This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.5. “Maximum Amount”: The highest total compensation and costs payable to Contractor by Town under this Agreement. The Maximum Amount under this Agreement is _____________________________________________ Dollars ($__________________).

3.6. “Commencement Date”: _________________
John Ferons, Public Works Director A
A
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3.7. “Termination Date”: ___________________

4. CAMPAIGN CONTRIBUTION
This Agreement is subject to Government Code section 84308, as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024). Contractor shall disclose any contribution to an elected or appointed Town official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Contractor, its, her, or his agent, or another party affiliated with Contractor. Contractor shall provide a signed copy of the attached Campaign Contribution Disclosure Form to Town prior to, or concurrent with, Contractor’s execution of this Agreement and no later than the Commencement Date.

5. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Termination Date unless extended by written agreement of the parties or terminated earlier under Section 20 (Termination) below. Contractor may request extensions of time to perform the services required hereunder. Such extensions shall be effective if authorized in advance by Town in writing and incorporated in written amendments to this agreement.

6. CONTRACTOR’S DUTIES

6.1. Services. Contractor shall perform the services identified in the Scope of Services.

Town shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement.

6.2. Coordination with Town. In performing services under this Agreement, Contractor shall coordinate all contact with Town through its Agreement Administrator. All changes and/or extra work shall be performed and paid for in accordance with the following:

6.2.1. Only the Town Engineer or Town Council may authorize extra and/or changed work. Contractor expressly recognizes that other Town personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the Council's or Town Engineer’s authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such work.

6.2.2. If Contractor is of the opinion that any work s/he has been directed to perform is beyond the scope of this Agreement and constitutes extra work, s/he shall promptly notify Town of the fact. Town shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that Town CSA#: _______________
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determines that such work does constitute extra work, it shall provide extra compensation to Contractor on a fair and equitable basis. A Supplemental Agreement providing for such compensation for extra work shall be negotiated between Town and Contractor. Such Supplemental Agreement shall be executed by Contractor and be approved by the Town Manager or Town Engineer.

6.2.3. In the event Town determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by Town staff, said determination may be appealed to the Town Council as long as a written appeal is submitted to the Town Manager within five (5) days after the staff's determination is received by the Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination. The Town Manager’s or Town Engineer’s decision shall be final.

6.3. Budgetary Notification. Contractor shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount. Contractor shall concurrently inform the Agreement Administrator, in writing, of Contractor’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount.

6.4. Business License. Contractor shall obtain and maintain in force a Town business license for the duration of this Agreement.

6.5. Professional Standards. Contractor shall perform all work to the highest standards of Contractor’s profession and in a manner reasonably satisfactory to Town. Contractor shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules, and regulations in any manner affecting the performance of this Agreement, including but not limited to all Cal/OSHA requirements, the conflict-of-interest provisions of California Government Code section 1090 and the Political Reform Act (Government Code § 81000 et seq.).

6.6. Avoid Conflicts. During the term of this Agreement, Contractor shall not perform any work for another person or entity for whom Contractor was not working at the Commencement Date if such work would present a conflict interfering with performance under this Agreement. However, Town may consent in writing to Contractor’s performance of such work.

6.7. Appropriate Personnel. Contractor has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Contractor or under its supervision or by subcontractor(s) of Contractor, and all personnel engaged in the work shall be qualified to perform such services. ___________________________ shall be Contractor’s project administrator and shall have direct responsibility for management of CSA#: _______________
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Contractor’s performance under this Agreement. No change shall be made in Contractor’s project administrator without Town’s prior written consent.

6.8. Project Site. Contractor shall perform the Services in such a manner as to cause a minimum of interference with Town’s operations and the operations of other contractors at each Project site and to protect all persons and property thereon from damage or injury. Upon completion of the Services at a Project site, Contractor shall leave such Project site clean and free of all tools, equipment, waste materials and rubbish. Each Project site may include all buildings, offices, and other locations where Services are to be performed, including any access roads. Contractor shall be solely responsible for the safe transportation and packing in proper containers and storage of any equipment required for performing the Services, whether owned, leased or rented.

Town will not be responsible for any such equipment which is lost, stolen or damaged or for any additional rental charges for such equipment. Equipment left or stored at a Project site, with or without permission, is at Contractor’s sole risk. Town may assume that anything left on the work site an unreasonable length of time after said work is completed has been abandoned. Any transportation furnished by Town shall be solely as an accommodation and Town shall have no liability therefore. Contractor acknowledges and agrees that it shall assume the risk and is solely responsible for its use of any Town owned equipment and property provided by Town for the performance of Services. Town shall have no liability to Contractor therefore. In addition, Contractor further acknowledges and agrees that it shall assume the risk and is solely responsible for its owned, non-owned and hired automobiles, trucks or other motorized vehicles as well as any equipment, tolls, or other property which is utilized by Contractor on each Project site.

6.9. Prevailing Wages. This Agreement is subject to the prevailing wage law as more fully set forth in Section 10 (Labor Code), for all work performed under this Agreement for which the payment of prevailing wages is required under the California Labor Code. In particular, Contractor acknowledges that prevailing wage determinations are available for work performed under this Agreement.

6.10. Unauthorized Delay. In accordance with Government Code section 53069.85, and all other applicable law, Contractor agrees to forfeit and pay Town the amount of Two Hundred Dollars ($200) per day for each and every day of unauthorized delay beyond the Termination Date, which shall be deducted from any monies due to Contractor.

This payment shall be considered liquidated damages. Contractor agrees that such liquidated damages are reasonable under the circumstances existing at the time of execution of the contract, that such liquidated damages are to compensate Town for losses that are difficult to measure, and that such damages are not a penalty.

6.11. Unforeseeable Delay. Contractor shall not be deemed in breach of this Agreement and no forfeiture due to delay shall be made because of any delays in the completion of the Scope of Services due to unforeseeable causes beyond the control and without the fault or negligence of Contractor provided Contractor requests from the Agreement Administrator an extension of time in writing. Unforeseeable causes of delay beyond the control of Contractor shall include acts of God, acts of a public enemy, acts of the CSA#: _______________
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government, acts of Town, or acts of another contractor in the performance of a contract with Town, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and weather, or delays of subcontractors due to such causes, or delays caused by failure of the owner of a utility to provide for removal or relocation of existing utility facilities.

Delays caused by actions or negligence of Contractor or its agents, servants, employees, officers, subcontractors, directors, or of any party contracting to perform part of all of the Scope of Services or to supply any equipment or materials shall not be unforeseeable delays. Unforeseeable delays (those beyond Contractor’s control) shall not entitle Contractor to any additional compensation beyond the Maximum Amount.

The sole recourse of Contractor shall be to seek an extension of time from the Agreement Administrator.

6.12. Defective Work. All work which is defective in its construction or deficient in any of the requirements set by Town Reference Specifications shall be remedied or replaced by Contractor in an acceptable manner at its own expense. Defective work shall not entitle Contractor to any additional compensation beyond the Maximum Amount.

6.13. Permits and Approvals. Contractor shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Contractor’s performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.

6.14. Notification of Organizational Changes. Contractor shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Contractor’s firm or of any subcontractor. Change of ownership or control of Contractor’s firm may require an amendment to this Agreement.

6.15. Inspection Services. In the event Contractor will perform inspection services, Town or authorized representatives of Town shall have the right to inspect the work of such services whenever such representatives may deem such inspection to be desirable or necessary. Inspections by Town do not in any way relieve or minimize the responsibility of Contractor to conduct the inspections Contractor has expressly agreed to perform pursuant to this agreement. Contractor shall be solely liable for said inspections performed by Contractor. Contractor shall certify in writing to Town as to the completeness and acceptability of each inspection of improvement or construction which Contractor agrees to inspect hereunder.

6.16. Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to Town under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of Town. In addition, pursuant to California Government Code section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall CSA#: _______________
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be subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of Town, for a period of three (3) years after final payment under this Agreement.

7. HEALTH AND SAFETY PROGRAMS

7.1. As appropriate for the scope of work to be performed, the Contractor shall establish, maintain, and enforce safe work practices, and implement an accident/incident prevention program intended to ensure safe and healthful operations under their direction. The program shall include all requisite components of such a program under Federal, State and local regulations and shall comply with all Town site programs.

7.2. Contractor will be responsible for acquiring job hazard assessments as necessary to safely perform all duties of each Project and provide a copy to Town upon request.

7.3. Contractor will be responsible for providing all employee health and safety training and personal protective equipment in accordance with potential hazards that may be encountered in performance of Project and provide copies of the certified training records upon request by Town. Contractor shall be responsible for proper maintenance and/or disposal of their personal protective equipment and material handling equipment.

7.4. Contractor is responsible for ensuring that its lower-tier subcontractors are aware of and will comply with the requirements set forth herein.

7.5. Town, or its representatives, shall periodically monitor the safety performance of the Contractor working on the Project. All Contractors and their subcontractors shall be required to comply with the safety and health obligations as established in the Agreement. Non-compliance with safety, health, or fire requirements may result in cessation of work activities, until items in non-compliance are corrected. It is also expressly acknowledged, understood and agreed that no payment shall be due from Town to Contractor under this Agreement at any time when, or for any Services performed when, Contractor is not in full compliance with this Section 7.

7.6. Contractor shall immediately report any injuries to the Town site safety representative.

Additionally, the Contractor shall investigate and submit to the Town site safety representative copies of all written accident reports, and coordinate with Town if further investigation is requested.

7.7. Contractor shall take all reasonable steps and precautions to protect the health of their employees and other site personnel with regard to their Scope of Services. Contractor shall conduct occupational health monitoring and/or sampling to determine levels of exposure of its employees to hazardous or toxic substances or environmental conditions. Copies of any sampling results will be forwarded to the Town site safety representative upon request.

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7.8. Contractor shall develop a plan to properly handle and dispose of all hazardous wastes they generate within the Scope of Services.

7.9. Contractor shall advise its employees and subcontractors that any employee, who jeopardizes his/her safety and health, or the safety and health of others, may be subject to actions including removal from Project.

7.10. Contractor shall, at the sole option of the Town develop and provide to the Town a Hazardous Material Spill Response Plan that includes provisions for spill containment and clean-up, emergency contact information including regulatory agencies and spill sampling and analysis procedures. Hazardous Materials to include diesel fuel used for trucks owned or leased by the Contractor

8. SUBCONTRACTING AND ASSIGNMENT

8.1. General Prohibition of Assignment. This Agreement covers construction services of a specific and unique nature. Except as otherwise provided herein, Contractor shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

8.2. Contractor Responsible. Contractor shall be responsible to Town for all services to be performed under this Agreement.

8.3. Subcontracting. Contractor shall not subcontract any portion of the performance contemplated and provided for herein unless (1) such subcontracting is specifically described in the proposal attached hereto or (2) Town provides prior written approval.

In any event, Contractor shall supervise all work subcontracted by Contractor in performing the Services and shall be responsible for all work performed by a subcontractor as if Contractor itself had performed such work. The subcontracting of any work shall not relieve Contractor from any of its obligations under this Agreement with respect to the Services. Contractor is obligated to ensure that any and all subcontractors performing any Services shall be fully insured in all respects and to the same extent as set forth under Section 16, to Town’s satisfaction. All subcontractors shall be specifically listed and their billing rates identified in the Approved Fee Schedule, Exhibit _____. Any changes thereto must be approved by the Agreement Administrator in writing as an amendment to this Agreement.

8.4. Compensation for Subcontractors. Contractor shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subcontractors performing services under this Agreement. Town shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

8.5. Warranty. In addition to any and all warranties provided or implied by law or public policy, Contractor warrants that all Services (including but not limited to all equipment and materials supplied in connection therewith) shall be free from defects in design and workmanship, and that Contractor shall perform all Services in accordance with all A
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applicable engineering, construction and other codes and standards, and with the degree of high professional skill normally exercised by or expected from recognized professional firms engaged in the practice of supplying services of a nature similar to the Services in question. Contractor further warrants that, in addition to furnishing all tools, equipment and supplies customarily required for performance of work, Contractor shall furnish personnel with the training, experience and physical ability, as well as adequate supervision, required to perform the Services in accordance with the preceding standards and the other requirements of this Agreement. In addition to all other rights and remedies which Town may have, Town shall have the right to require, and Contractor shall be obligated at its own expense to perform, all further services which may be required to correct any deficiencies which result from Contractor’s failure to perform any Services in accordance with the standards required by this Agreement. Moreover, if, during the term of this Agreement (or during the one (1) year period following the term hereof), any equipment, goods or other materials or Services used or provided by Contractor under this Agreement fail due to defects in material and/or workmanship or other breach of this Agreement, Contractor shall, upon any reasonable notice from Town, replace or repair the same to Town's satisfaction. Unless otherwise expressly permitted, all materials and supplies to be used by Contractor in the performance of the Services shall be new and best of kind.

Contractor hereby assigns to Town all additional warranties, extended warranties, or benefits like warranties, such as insurance, provided by or reasonably obtainable from suppliers of equipment and material used in the Services.

9. COMPENSATION

9.1. General. Town agrees to compensate Contractor for the services provided under this Agreement, and Contractor agrees to accept payment in accordance with the Approved Fee Schedule, Exhibit ______, in full satisfaction for such services. Compensation shall not exceed the Maximum Amount. Contractor shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing by Town in advance.

9.2. Retention. Town may retain up to 5% of each payment until project completion.

Contractor may at its own expense substitute securities equivalent to the amount withheld as retention (or the retained percentage) in accordance with Public Contract Code 22300. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with Town, or with a state or federally chartered bank in this state as the escrow agent, who shall then pay those moneys to Town. Upon satisfactory completion of this Agreement, the securities shall be returned to Contractor.

9.3. Invoices. Contractor shall submit to Town an invoice, on a monthly basis or as otherwise agreed to by the Agreement Administrator, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. Contractor shall include a copy of each subcontractor invoice, if any, for which reimbursement is sought in the invoice.

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9.4. Taxes. Town shall not withhold applicable taxes or other payroll deductions from payments made to Contractor except as otherwise required by law. Contractor shall be solely responsible for calculating, withholding, and paying all taxes.

9.5. Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Contractor.

9.6. Additional Work. Contractor shall not be reimbursed for any expenses incurred for work performed outside the Scope of Services unless prior written approval is given by Town in a written change order by either lump sum, negotiated, or agreed unit price.

Contractor shall not undertake any such work without prior written approval of the Town. A written change order may be issued without amendment to this Agreement, so long as such written change order does not cause the Maximum Amount to be exceeded. Contractor shall only be compensated for such additional work at the rates and costs for labor and materials included in the bid or proposal.

9.7. Town-Initiated Changes - Town may propose in writing changes to Contractor’s work within the Scope of Services described. If Contractor is of the opinion that any proposed change causes an increase or decrease in the cost, or a change in the schedule for performance, of the services, Contractor shall notify Town in writing of that fact within five (5) days after receipt of written proposal for changes.

9.8. Contractor-Initiated Changes – Contractor may propose in writing changes to the Scope of Services, upon identifying a condition which may change the Scope of Services as agreed at the time of execution of this Agreement. Contractor must notify the Town’s Agreement Administrator of any changed conditions upon discovery and before they are disturbed. The Public Works Director shall investigate, and if the Public Works Director determines that the conditions will materially affect costs, will issue a Change Order adjusting the compensation for such portion of the Scope of Services. If the Public Works Director determines that conditions are changed conditions and they will materially affect performance time, the Contractor, upon submitting a written request, will be granted an extension of time. If the Public Works Director determines that the conditions do not justify an adjustment in compensation or time, Contractor will be notified in writing. This notice will also advise Contractor of its obligation to notify the Public Works Director in writing if Contractor disagrees.

When and if Town and Contractor reach agreement on any such proposed change and its effect on the cost and time for performance, they shall confirm such agreement in writing as an amendment to this Agreement. Contractor may not cease work or delay progress on the original project pending negotiations over changes, and must continue to diligently complete the project.

Should Contractor disagree with the decision, it may submit a written notice of potential claim to the Public Works Director before commencing the disputed work. In the event of such a dispute, Contractor shall not be excused from any scheduled completion date provided by the Contract and shall proceed with all work to be CSA#: _______________
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performed under the Contract. However, Contractor shall retain any and all rights provided by either Contract or law which pertain to the resolution of disputes and protests between the contracting parties.

The Contractor’s failure to give notice of changed conditions promptly upon their discovery and before they are disturbed shall constitute a waiver of all claims in connection therewith.

10. LABOR CODE

10.1. Prevailing Wage Law. This Agreement is subject to the requirements of the prevailing wage laws, including, but not limited to, California Labor Code section 1720 et seq., and California Labor Code section 1770 et seq., as well as Code of Regulations, Title 8, section 16000 et seq., which require payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Contractor shall defend, indemnify, and hold harmless Town, and its officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure of Contractor to comply with such prevailing wage laws.

10.2. Payment of Prevailing Wages. Contractor shall pay the prevailing wage rates for all work performed under this Agreement. When any craft or classification is omitted from the general prevailing wage determinations, Contractor shall pay the wage rate of the craft or classification most closely related to the omitted classification.

10.3. Forfeiture. Contractor shall forfeit as a penalty to Town Two Hundred Dollars ($200), or any greater penalty provided in the Labor Code, for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates for any work done under this Agreement employed in the performance of the Scope of Services by Contractor or by any subcontractor of Contractor in violation of the provisions of the Labor Code. In addition, the difference between such prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Contractor.

10.4. Apprentices. Contractor shall comply with the provisions of Labor Code section 1777.5 concerning the employment of apprentices on public works projects.

Contractor shall be responsible for ensuring compliance by its subcontractors with Labor Code section 1777.5.

10.5. Payroll Records. Pursuant to Labor Code section 1776, Contractor and any subcontractor(s) shall keep accurate payroll records, 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 in connection with this Agreement. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the CSA#: _______________
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payroll record is true and correct; and (2) The employer has complied with the requirements of Labor Code 1811 and Labor Code 1815 for any work performed by his or her employees on the public works project. The payroll records shall be certified and shall be available for inspection at all reasonable hours as required by Labor Code 1776.

Contractor and all subcontractors shall keep and maintain certified payroll records during construction and for 7-years past completing the work. If the Town requests copies of the payroll records, Contractor and subcontractors shall provide copies to the Town within 10-days of receiving the request. Town will redact the names, addresses, and social security numbers before making copies available to the public.

Any failure to comply within 10-days of the request will be reported to the California Division of Labor Standards.

10.6. 8-Hour Workday. This Agreement is subject to 8-hour workday and wage and hour penalty laws, including, but not limited to, Labor Code 1810 and Labor Code 1813.

Contractor and any subcontractor(s) of Contractor shall strictly adhere to the provisions of the Labor Code regarding 8-hour workday and 40-hour work week requirements, and overtime, Saturday, Sunday, and holiday work. Pursuant to the Labor Code, eight hours’ labor shall constitute a legal day’s work. Work performed by Contractor’s employees in excess of eight hours per day, and 40 hours during any one week, must include compensation for all hours worked in excess of eight hours per day, or 40 hours during any one week, at not less than one and one-half times the basic rate of pay.

Contractor shall forfeit as a penalty to Town $25.00, or any greater penalty set forth in the Labor Code, for each worker employed in the execution of the work by Contractor or by any subcontractor(s) of Contractor, for each calendar day during which such worker is required or permitted to the work more than eight hours in one calendar day or more than 40 hours in any one calendar week in violation of the Labor Code.

10.7. Registration with DIR. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of Labor Code 1771 and Labor Code 1725.5 requiring registration with the Department of Industrial Relations (DIR).

11. PUBLIC CONTRACT CODE.

11.1. Prompt Payment. This Agreement is subject to the provisions of Article 1.7 (commencing at § 20104.50) of Division 2, Part 3 of the Public Contract Code regarding prompt payment of contractors by local governments. Article 1.7 mandates certain procedures for the payment of undisputed and properly submitted payment requests within 30 days after receipt, for the review of payment requests, for notice to Contractor of improper payment requests, and provides for the payment of interest on progress payment requests which are not timely made in accordance with this Article.

This Agreement hereby incorporates the provisions of Article 1.7 as though fully set forth herein.

11.2. Public Works Claims. To the extent applicable, this Agreement is subject to the provisions of California Public Contract Code section 9204, which mandates certain procedures regarding the resolution of public works claims. A summary of these CSA#: _______________
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procedures is included in the Reference Specifications. This Agreement is further subject to the provisions of Article 1.5 (commencing at section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the contractor, for the response to such claims by the contracting public agency, for a mandatory meet and confer conference upon the request of the contractor, for mandatory nonbinding mediation in the event litigation is commenced, and for mandatory judicial arbitration if the parties fail to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.

11.3. Ineligible Subcontractor(s). This Agreement is further subject to the provisions of Public Contracts Code 6109 which prohibits Contractor from performing work on this project with a subcontractor who is ineligible to perform work on the project pursuant to Labor Code section 1777.1 or Labor Code section 1777.7.

11.4. Assignment of Actions. Contractor and any and all subcontractors shall offer and agree to assign to Town all rights, title, and interest in and to all causes of action it/they may have under section 4 of the Clayton Act (15 U.S.C. Sec. 4) or under the Cartwright Act (Chapter 2 [commencing with section 16700] of Part 2 of Division 7 of the California Business and Professions Code), arising from purchases of goods, services, or materials pursuant to this Agreement. This assignment shall be made and become effective at the time Town tenders final payment to Contractor, without further acknowledgment by the parties.

12. BONDS
If the Maximum Amount exceeds $25,000, Contractor shall furnish a performance bond and a payment bond (each to be 100% of the Maximum Amount), and a maintenance bond (to be 50% of the Maximum Amount). A copy of each bond in the form required is attached to this Agreement.

Town will not execute this Agreement until it has received a complete set of all required documentation of the bonds. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. All bonding companies used by Contractor in this Agreement must be recognized by the Department of the Treasury within Circular 570.

13. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material, and all electronic files, including but not limited to computer-aided design files, developed by Contractor in the performance of this Agreement (such written material and electronic files are collectively known as “written products”) shall be and remain the property of Town without restriction or limitation upon its use or dissemination by Town except as provided by law. Contractor may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Contractor.

14. RELATIONSHIP OF PARTIES
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14.1. General. Contractor is, and shall at all times remain as to Town, a wholly independent contractor.

14.2. No Agent Authority. Contractor shall have no power to incur any debt, obligation, or liability on behalf of Town or otherwise to act on behalf of Town as an agent.

Contractor, its officers, employees and agents shall not have any power to bind or commit Town to any decision or course of action, and Contractor, its officers, employees and agents shall not represent to any person or party that it or they are acting as agents of Town or that it or they have the power to bind or commit the Town. Neither Town nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not represent that it is, or that any of its agents or employees are, in any manner employees of Town.

14.3. Independent Contractor Status. Under no circumstances shall Contractor or its employees look to Town as an employer. Contractor shall not be entitled to any benefits. Town makes no representation as to the effect of this independent contractor relationship on Contractor’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Contractor specifically assumes the responsibility for making such a determination. Contractor shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation, and other applicable federal and state taxes.

14.4. Indemnification of CalPERS Determination. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the Town, Contractor shall indemnify, defend, and hold harmless Town for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Town.

15. INDEMNIFICATION

15.1. Definitions. For purposes of this Section 15, “Contractor” shall include Contractor, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Contractor or its subcontractors, in the performance of this Agreement. “Town” shall include Town, its officers, agents, employees and volunteers.

15.2. Contractor to Indemnify Town. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless, and defend Town from and against any and all claims, losses, costs, liability or expenses for any personal injury or property damage where the same arise out of, are in connection with, are a consequence of, or are in any way attributable to, in whole or in part, (i) Contractor’s alleged negligence, recklessness or willful misconduct, (ii) other wrongful acts, errors or omissions of Contractor, or (iii) CSA#: _______________
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Contractor’s performance under this Agreement or failure to comply with any provision in this Agreement. The Town’s right to indemnity under this Agreement shall arise immediately upon the occurrence of the event giving rise to the indemnified liability. The Town shall be entitled to a defense under this Agreement immediately upon the institution of a claim or action that is covered by this indemnity, even though liability for said claim or action has not yet been determined at the time the duty to defend the Town hereunder has arisen.

15.3. Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person. Property damage shall include injury to any personal or real property. Contractor shall not be required to indemnify Town for such loss or damage as is caused by the active negligence, sole negligence, or willful misconduct of Town.

15.4. Attorneys Fees. Such costs and expenses shall include reasonable attorneys’ fees for counsel of Town’s choice, expert fees and all other costs and fees of litigation.

Contractor shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

15.4.1.Attorneys Fees in Enforcing Indemnity. Attorneys’ fees and litigation expenses incurred in any action brought to enforce the indemnification provision set forth herein shall be recoverable by the prevailing party.

15.5. Defense Deposit. Town may request a deposit for defense costs from Contractor with respect to a claim. If Town requests a defense deposit, Contractor shall provide it within 15 days of the request. Counsel shall be satisfactory to the Town.

15.6. Waiver of Statutory Immunity. The obligations of Contractor under this Section 15 are not limited by the provisions of any workers’ compensation act or similar act.

Contractor expressly waives its statutory immunity under such statutes or laws as to Town.

15.7. Indemnification by Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 15 from each and every subcontractor or any other person or entity involved in the performance of this Agreement on Contractor’s behalf.

15.8. Insurance Not a Substitute. Town does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Contractor’s indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

16. INSURANCE

16.1. Insurance Required. Contractor shall maintain insurance as described in this Section and shall require all of its subcontractors, Contractors, and other agents to do the same.

Approval of the insurance by Town shall not relieve or decrease any liability of CSA#: _______________
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Contractor. Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.

16.2. Documentation of Insurance. Town will not execute this Agreement until it has received a complete set of all required documentation of insurance coverage. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. Contractor shall file with Town:
• Certificate of Insurance, indicating companies acceptable to Town, with a Best's Rating of no less than A:VII showing. The Certificate of Insurance must include the following reference: __________________________________ • Documentation of Best’s rating acceptable to the Town. • Original endorsements effecting coverage for all policies required by this Agreement.
• Complete, certified copies of all required insurance policies, including endorsements affecting the coverage.

16.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance: $2,000,000 per occurrence, $2,000,000 aggregate
• General Liability:
• General Aggregate: $4,000,000
• Products Comp/Op Aggregate $2,000,000
• Personal & Advertising Injury $1,000,000
• Each Occurrence $2,000,000
• Fire Damage (any one fire) $ 50,000
• Medical Expense (any 1 person) $ 5,000
• Workers' Compensation:
• Workers' Compensation Statutory Limits
• EL Each Accident $1,000,000
• EL Disease - Policy Limit $1,000,000
• EL Disease - Each Employee $1,000,000
• Automobile Liability
• Any vehicle, combined single limit $2,000,000
Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured.

Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage CF-0022 Shade Structure at the Community Center
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and maximum limits of coverage of any insurance policy or proceeds available to the named insured

16.4. General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a standard Occurrence form.

Claims-Made, modified, limited or restricted Occurrence forms are not acceptable.

16.5. Worker’s Compensation Insurance. Contractor is aware of the provisions of section 3700 of the California Labor Code which requires every employer to carry Workers' Compensation (or to undertake equivalent self-insurance), and Contractor will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Fund, such agency shall be a company authorized to do business in the State of California.

16.6. Automobile Liability Insurance. Covered vehicles shall include owned if any, nonowned, and hired automobiles and, trucks.

16.7. Claims-Made Policies. If any of the required policies provide coverage on a claimsmade basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 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, Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

16.8. Additional Insured Endorsements. Town, its Town Council, Commissions, officers, and employees of Yountville must be endorsed as an additional insured for each policy required herein, for liability arising out of ongoing and completed operations by or on behalf of the Contractor. Contractor’s insurance policies shall be primary as respects any claims related to or as the result of the Contractor’s work. Any insurance, pooled coverage or self-insurance maintained by Town, its elected or appointed officials, directors, officers, agents, employees, volunteers, or Contractors shall be noncontributory. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Contractor’s insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37.

16.9. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and Contractor does not furnish a new certificate of insurance prior to cancellation, Town has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due Contractor under this Agreement. Failure of Contractor to maintain the insurance required by this Agreement, or to comply with any of the requirements of this Section, shall constitute a material breach of this Agreement.

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16.10. Notices. Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. Contractor shall provide no less than 30 days’ notice of any cancellation or material change to policies required by this Agreement. Contractor shall provide proof that cancelled or expired policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: Town of Yountville, Attn: ___________________________________, 6550 Yount Street, Yountville, CA 94599.

16.11. Contractor’s Insurance Primary. The insurance provided by Contractor, including all endorsements, shall be primary to any coverage available to Town Any insurance or self-insurance maintained by Town and/or its officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.

16.12. Waiver of Subrogation. Contractor hereby waives all rights of subrogation against the Town. Contractor shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.

16.13. Report of Claims to Town. Contractor shall report to Town, in addition to the Contractor’s insurer, any and all insurance claims submitted to Contractor's insurer in connection with the services under this Agreement.

16.14. Premium Payments and Deductibles. Contractor must disclose all deductibles and self-insured retention amounts to Town. Town may require Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately, Town must approve all such amounts prior to execution of this Agreement.

Town has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. Contractor shall be responsible for all premiums and deductibles in all of Contractor’s insurance policies. The amount of deductibles for insurance coverage required herein are subject to Town’s approval.

16.15. Duty to Defend and Indemnify. Contractor’s duties to defend and indemnify Town under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.

17. MUTUAL COOPERATION

17.1. Town Cooperation in Performance. Town shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Contractor’s services under this Agreement.

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17.2. Contractor Cooperation in Defense of Claims. If any claim or action is brought against Town relating to Contractor’s performance in connection with this Agreement, Contractor shall render any reasonable assistance that Town may require in the defense of that claim or action.

18. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on:
(i) the day of delivery if delivered by hand, facsimile or overnight courier service during Contractor’s and Town’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing) ; or (iii) the day of delivery if emailed to the email address listed below and simultaneously deposited in the U.S. mail, postage prepaid, to the address(es) listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to Town:
_______________________________
Town of Yountville
_______________________________
6550 Yount Street
Yountville, CA 94599
Telephone: (707) 944-8851
Facsimile: (707) 944-9619
Email:_________________________
If to Contractor:
________________________________
Name:___________________________
Address:_________________________
Address:_________________________
Telephone:_______________________
Facsimile:________________________
Email:___________________________
With courtesy copy to:

Gary Bell
Yountville Town Attorney
Colantuono, Highsmith & Whatley, PC
333 University Avenue, Suite 200
Sacramento, CA 95825
Phone (916) 400-0370
Email: [email protected]

19. SURVIVING COVENANTS
The parties agree that the covenants contained in Section 6.16 (Records), Section 14.4 (Indemnification of CalPERS Determination), Section 15 (Indemnification), Section 16.7 (ClaimsMade Policies), Section 17.2 (Contractor Cooperation in Defense of Claims), and Section 22.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

USA Shades Inc.

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20. TERMINATION

20.1. Town Termination. Town may, in its sole and unfettered discretion and without cause, terminate this Agreement at any time prior to completion by Contractor of the services required. Notice of Termination of this Agreement shall be given in writing to Contractor and shall be sufficient and complete when same is emailed to Contractor and simultaneously deposited in the United States mail postage prepaid and certified, addressed as set forth in Section 18 of this Agreement. The Agreement shall be terminated upon receipt of the Notice of Termination by Contractor. If Town should terminate this Agreement, Contractor shall be compensated for all work satisfactorily performed prior to time of receipt of termination notice, and shall be compensated for materials ordered by Contractor or his/her employees, or services of others ordered by Contractor or his/her employees prior to receipt of Notice of Termination whether or not such materials or final instruments of services of others have actually been delivered, provided that Contractor or its employees are not able to cancel such orders for materials or services of others. Compensation for Contractor in the event of termination by Town shall be determined by the Town Manager in accordance with the percentage of project completed. In the event that this Agreement is terminated pursuant to this Section 20.1, Contractor shall not be entitled to any additional compensation over that provided herein; nor shall Contractor be entitled to payment for any alleged damages or injuries (including lost opportunity damages) purportedly caused by the termination of this Agreement by Town pursuant hereto.

20.2. Contractor Termination. Contractor may terminate this Agreement upon thirty (30) days written notice to Town only for good cause. Contractor’s written notice of termination shall contain a full explanation of the facts and circumstances constituting good cause. In the event of termination, all notes, sketches, computations, drawings and specifications, or other data, whether complete or not, produced through the time of the Town’s last payment shall be relinquished to the Town. Town may, at its own expense, make copies or extract information from any such notes, sketches, computations, drawings, and specifications, or other data whether complete or not.

20.3. Contractor Failure to Perform. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, Town may terminate this Agreement by giving written notice of such termination, stating the reasons for such termination in such event. Contractor shall be compensated as above, provided, however, there shall be deducted from such amount the amount of damage if any, sustained by Town by virtue of the Contractor’s breach of this Agreement.

20.4. Compensation Following Termination. Upon termination, Contractor shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement. Town shall have CSA#: _______________
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the benefit of such work as may have been completed up to the time of such termination.

20.5. Remedies. Town retains any and all available legal and equitable remedies for Contractor’s breach of this Agreement.

21. INTERPRETATION OF AGREEMENT

21.1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.

21.2. Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between Town and Contractor with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations here from shall be effective and binding only if made in writing and executed on by Town and Contractor.

21.3. Headings. The headings and captions appearing at the commencement of the Sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the Section or Subsection thereof at the head of which it appears, the language of the Section or Subsection shall control and govern in the construction of this Agreement.

21.4. Pronouns. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

21.5. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

21.6. No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting.

22. GENERAL PROVISIONS

22.1. Confidentiality. All data, documents, discussion, or other information developed or received by Contractor for performance of this Agreement are deemed confidential and CSA#: _______________
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Contractor shall not disclose it without prior written consent by Town. Town shall grant such consent if disclosure is legally required. All Town data shall be returned to Town upon the termination or expiration of this Agreement.

22.2. Conflicts of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the Town’s Filing Officer if required under state law in the performance of the services. For breach or violation of this warranty, Town shall have the right to rescind this Agreement without liability.

For the term of this Agreement, no member, officer, or employee of Town, during the term of his or her service with Town, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

22.3. Multiple Phase Projects. Pursuant to Government Code section 1097.6, Contractor’s duties and services under this Agreement shall not include preparing or assisting the Town with any portion of the Town’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the Town. The Town shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications, if any, shall be limited to conceptual, preliminary, or initial plans or specifications.

Contractor shall cooperate with the Town to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Contractor, if any, pursuant to this Agreement.

22.4. Non-assignment. Contractor shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without Town’s prior written consent, and any attempt to do so shall be void and of no effect. Town shall not be obligated or liable under this Agreement to any party other than Contractor.

22.5. Binding on Successors. This Agreement shall be binding on the successors and assigns of the parties.

22.6. No Third-Party Beneficiaries. Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties.

22.7. Time of the Essence. Time is of the essence for each and every provision of this Agreement.

22.8. Non-Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or CSA#: _______________
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related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, or sexual orientation. Employment actions to which this provision applies shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

22.9. Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by Town or Contractor unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by Town or Contractor of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition.

22.10. Excused Failure to Perform. Contractor shall not be liable for any failure to perform if Contractor presents acceptable evidence, in Town’s sole judgment that such failure was due to causes beyond the control and without the fault or negligence of Contractor.

22.11. Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.

22.12. Attorneys’ Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, each party shall pay its own costs, including any accountants’ and attorneys’ fees expended in the action.

22.13. Venue. The venue for any litigation shall be the Superior Court of California for the County of Napa and Contractor hereby consents to sole jurisdiction in that court for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

22.14. Counterparts; Electronic Signatures. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument. The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed or emailed versions of an original signature, electronically scanned and transmitted versions (e.g., via pdf) of an original signature, or a digital signature.

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[Signatures on following page]
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “Town”
Town of Yountville
By: __________________________
Printed: _______________________
Title: _________________________
Date: _________________________
Attest:

By: __________________________
Town Clerk
Date: _________________________
Approved as to form:

By: __________________________
Gary B. Bell, Town Attorney
“Contractor”
_____________________________
By: __________________________
Printed: _______________________
Title: _________________________
Date: _________________________
By: __________________________
Printed: _______________________
Title: _________________________
Date: _________________________
#townmanagersignature
#townmanagerprintedname
#townmanagertitle
#townmanagerdate
#consultantsignature
#consultantprintedname
#consultanttitle
#consultantdate
#townclerksignature
#clerkdate
#townattorneysignature
USA Shades Inc.

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CAMPAIGN CONTRIBUTION DISCLOSURE PROVISIONS
Towns are subject to the campaign disclosure provisions detailed in Government Code section 84308.

Please carefully read the following information to determine if the provisions apply to you.

If you determine that the provisions are applicable, this Campaign Disclosure Form must be completed and returned to the Town with your application.

1. No Town Councilmember or Commissioner/Boardmember shall accept, solicit, or direct a contribution of more than $500 from any party,1 financially interested participant,2 or
agent3 while a proceeding is pending or for 12 months after the date a final decision is rendered by the Town. This prohibition commences when your application has been filed or the proceeding is otherwise initiated.

2. A party to a Town proceeding shall disclose on the record of the proceeding any contribution of more than $250 made to any Councilmember or Commissioner/Boardmember by the party or party’s agent during the 12 months preceding the proceeding. No party to or participant in a Town proceeding shall make a contribution of more than $500 to a Councilmember or Commissioner/Boardmember during the proceeding, and for 12 months following the date a final decision is rendered by the Town.

No agent to a party or participant shall make a contribution in any amount to a Councilmember or Commissioner/Boardmember during the proceeding and for 12 months following the date a final decision is rendered by the Town.

3. Prior to considering your application, any Councilmember or Commissioner/Boardmember who received a contribution of more than $500 within the 12 months preceding the commencement of the proceedings on your application from any party or party’s agent, shall disclose that fact on the record of the proceeding and shall be disqualified from participating in the proceeding. However, if any Councilmember or Commissioner/Boardmember receives a contribution that otherwise would require disqualification and returns the contribution within 30 days of making the decision, or knowing about the contribution and the relevant proceeding, whichever comes last, that Councilmember or Commissioner/Boardmember shall be permitted to participate in the proceeding.
1 “Party” is defined as any person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use.
2 “Participant” is defined as any person who actively supports or opposes a particular decision in a proceeding. 3 “Agent” is defined as a person who represents a party in connection with a proceeding for compensation who appears before or otherwise communicates with the Town for the purpose of influencing the proceeding. If an individual acting as an agent also is acting as an employee or member of a law, architectural, engineering, or consulting firm, or a similar entity or corporation, both the individual and the entity or corporation are agents. When a closed corporation is a party to a proceeding, the majority shareholder is subject to these provisions.

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To determine whether a campaign contribution of more than $500 has been made by you or your agent to a Councilmember or Commissioner/Boardmember within the preceding 12 months, all contributions made by you or your agent during that period must be aggregated.

Names of current Town Councilmembers and Commissioner/Boardmembers are available on the Town’s website. If you have questions about Government Code section 84308, FPPC regulations, or the Campaign Disclosure Form, please contact the Town Clerk.

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CAMPAIGN CONTRIBUTION DISCLOSURE FORM
(a) Application for:
□ License
□ Permit
□ Franchise
□ Mills Act or Development Agreement
□ Contract (Professional Services, Construction Services, Maintenance, Public Works, etc.) □ Lease
□ Other Entitlement4
Name and address of any party, participant, or agent who has contributed more than $500 to any Councilmember or Commissioner/Boardmember within the preceding 12 months. If none, write in “none:”

1. ____________________________

2. ____________________________

3. ____________________________
(b) Date and amount of Contribution:

Date: _______ Amount: $_________
Date: _______ Amount: $_________
Date: _______ Amount: $_________
(c) Name of Councilmember or Commissioner/Boardmember to whom contribution was made:

1. ______________________________

2. ______________________________

3. ______________________________
(d) I certify that the above information is true and correct to the best of my knowledge.

Name: ______________________________
Signature: ___________________________
Date: ____________ Phone: ___________
To be completed by Town:

Document No.: ______________________
4 “License, permit or other entitlement for use” means all business, professional, trade, and land use licenses and permits and all other entitlements for use, including all entitlements for land use, all contracts (other than competitively bid, labor, or personal employment contracts) and all franchises. #consultantprintedname
#consultantsignature
#consultantdate #consultantphone
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WORKER’S COMPENSATION INSURANCE ACKNOWLEDGEMENT
I am aware of the provisions of section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. If any class of employees engaged in work under this contract at the site of the Project is not protected under any Worker’s Compensation law, Contractor shall provide and shall cause each subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Contractor shall indemnify and hold harmless Town for any damage resulting from failure of either Contractor or any subcontractor to take out or maintain such insurance.

Date:________________________ _____________________________________ Signature
_____________________________________
Printed Name
_____________________________________
Title
#consultantdate #consultantsignature
#consultantprintedname
#consultanttitle
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STATEMENT REGARDING CONTRACTOR’S LICENSING LAWS

TOWN OF YOUNTVILLE, CALIFORNIA
[Business & Professions Code § 7028.15]
[Public Contract Code § 20103.5]
I, the undersigned, certify that I am aware of the following provisions of California law and that I, or the entity on whose behalf this certification is given, hold a currently valid California Contractor’s license as set forth below:

Business & Professions Code § 7028.15:
a) It is a misdemeanor for any person to submit a bid to a public agency to engage in the business or act in the capacity of a CONTRACTOR within this state without having a license therefor, except in any of the following cases:
(1) The person is particularly exempted from this chapter. (2) The bid is submitted on a state project governed by section 10164 of the Public Contract Code or on any local agency project governed by section 20104 [now section 20103.5] of the Public Contract Code.
b) If a person has been previously convicted of the offense described in this section, the court shall impose a fine of 20 percent of the price of the contract under which the unlicensed person performed contracting work, or four thousand five hundred dollars ($4,500), whichever is greater, or imprisonment in the county jail for not less than 10 days nor more than six months, or both.

In the event the person performing the contracting work has agreed to furnish materials and labor on an hourly basis, “the price of the contract” for the purposes of this subdivision means the aggregate sum of the cost of materials and labor furnished and the cost of completing the work to be performed.
c) This section shall not apply to a joint venture license, as required by section 7029.1.

However, at the time of making a bid as a joint venture, each person submitting the bid shall be subject to this section with respect to his/her individual licenser. d) This section shall not affect the right or ability of a licensed architect, land surveyor, or registered professional engineer to form joint ventures with licensed Contractors to render services within the scope of their respective practices. e) Unless one of the foregoing exceptions applies, a bid submitted to a public agency by a Contractor who is not licensed in accordance with this chapter shall be considered nonresponsive and shall be rejected by the public agency. Unless one of the foregoing exceptions applies, a local public agency shall, before awarding a contract or issuing a purchase order, verify that the Contractor was properly licensed when the Contractor submitted the bid. Notwithstanding CSA#: _______________
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any other provision of law, unless one of the foregoing exceptions applies, the registrar may issue a citation to any public officer or employee of a public entity who knowingly awards a contract or issues a purchase order to a Contractor who is not licensed pursuant to this chapter. The amount of civil penalties, appeal, and finality of such citations shall be subject to sections 7028.7 to 7028.13, inclusive. Any contract awarded to, or any purchase order issued to, as Contractor who is not licensed pursuant to this chapter is void.
f) Any compliance or noncompliance with subdivision (e) of this section, as added by Chapter 863 of the Statutes of 1989, shall not invalidate any contract or bid awarded by a public agency during which time that subdivision was in effect. g) A public employee or officer shall not be subject to a citation pursuant to this section if the public employee, officer, or employing agency made an inquiry to the board for the purposes of verifying the license status of any person or Contractor and the board failed to respond to the inquiry within three business days. For purposes of this section, a telephone response by the board shall be deemed sufficient.

Public Contract Code § 20103.5:

In all contracts subject to this part where federal funds are involved, no bid submitted shall be invalidated by the failure of the bidder to be licensed in accordance with the laws of this state.

However, at the time the contract is awarded, the Contractor shall be properly licensed in accordance with the laws of this state. The first payment for work or material under any contract shall not be made unless and until the Registrar of Contractors verifies to the Town that the records of the Contractors’ State License Board indicate that the Contractor was properly licensed at the time the contract was awarded. Any bidder or Contractor not so licensed shall be subject to all legal penalties imposed by law, including, but not limited to, any appropriate disciplinary action by the Contractors’ State License Board. The Town shall include a statement to that effect in the standard form of pre-qualification questionnaire and financial statement. Failure of the bidder to obtain proper and adequate licensing for an award of a contract shall constitute a failure to execute the contract and shall result in the forfeiture of the security of the bidder.

CONTRACTOR’s License Number: _____________________________________________ License Expiration Date:____________________________
Authorized Signature:_____________________________________________ Date:_____________________________
#consultantlicensenumber
#consultantlicenseexpiration
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NON-COLLUSION AFFIDAVIT
The undersigned declares:

I am the _______________________ of ________________________________, the party making the foregoing bid.

The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid.

The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on __________________[date], at _______________________[Town], _____________[state].
____________________________________
Contractor’s Signer’s Name
____________________________________
Contractor’s Signer’s Title
____________________________________
Contractor’s Business Name
Business Address:
__________________________________________
Contractor’s Business Name
__________________________________________
Mailing Street Address
__________________________________________
Town, State, Zip Code
___________________________
Telephone #
#consultantdate
#consultantprintedname
#consultanttitle
#consultantbusinessname
#consultantbusinessname
#consultantstreetaddress
#consultanttownstatezip
#consultantphone
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PAYMENT BOND
_______________________________

IN THE TOWN OF YOUNTVILLE, CALIFORNIA
WHEREAS, the Town of Yountville, as Town, has awarded to ___________________________, as Contractor, a contract for the above-stated project; AND WHEREAS, Contractor is required to furnish a bond in connection with the contract, to secure the payment of claims of laborers, mechanics, material persons, and other persons as provided by law;
NOW THEREFORE, we, the undersigned Contractor and Surety, are held and firmly bound unto Town in the sum of __________________________________________________________, ($______________________) Dollars, which is one hundred percent (100%) of the total contract amount for the above-stated project, for which payment well and truly to be made we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION IS SUCH that if Contractor, its heirs, executors, administrators, successors, assigns or subcontractors, shall fail to pay any of the persons named in Civil Code section 9100, or amounts due under the Unemployment Insurance Code with respect to work or labor withheld, and to pay over to the Employment Development Department from the wages of employees of the Contractor and its subcontractors pursuant to section 13020 of the Unemployment Insurance Code, with respect to such work and labor, that the surety or sureties herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In case suit is brought upon this bond, Surety will pay reasonable attorneys’ fees to the plaintiffs and Town in an amount to be fixed by the court.

This bond shall inure to the benefit to any of the persons named in Civil Code section 9100 as to give a right of action to such persons or their assigns in any suit brought upon this bond.

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract or the specifications accompanying it shall in any manner affect Surety’s obligations on this bond. The Surety hereby waives notice of any such change, extension, alteration or addition and hereby waives the requirements of section 2845 of the Civil Code as a condition precedent to any remedies Town may have.
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IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seals as of the dates set forth below:

CONTRACTOR*
CONTRACTOR’s Signer’s Name, Title _____________________________________ CONTRACTOR’s Business Name _____________________________________ Mailing Street Address _____________________________________ City, State, Zip Code _____________________________________ Telephone # _____________________________________
Date: _____________________________________
Surety*
Surety Signer’s Name / Title _____________________________________ Surety’s Business Name _____________________________________ Mailing Street Address _____________________________________ City, State, Zip Code _____________________________________ Telephone # _____________________________________
Date: _____________________________________
*Provide Contractor and Surety name, address and telephone number and the name, title, address and telephone number for the respective authorized representatives. Power of Attorney and Notary Acknowledgement must be attached. Seals and dates of signing must also be included. ( EXECUTE IN DUPLICATE )
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CERTIFICATE OF ACKNOWLEDGMENT
State of California County of _____________________. On _________________________ before me, _____________________________, personally appeared ___________________who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_____________________________ (SEAL)
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FAITHFUL PERFORMANCE BOND
_______________________________

IN THE TOWN OF YOUNTVILLE, CALIFORNIA
KNOW ALL PERSONS BY THESE PRESENTS That ____________________________, hereinafter referred to as “Contractor” as Principal, and _____________________, a corporation duly organized and doing business under and by virtue of the laws of the State of California and duly licensed for the purpose of making, guaranteeing, or becoming sole surety upon bonds or undertakings as Surety, are held and firmly bound unto the Town of Yountville, California, hereinafter referred to as the “Town” in the sum of __________________________________, ($_____________) Dollars, which is one hundred percent (100%) of the total contract amount for the above stated project; lawful money of the United States of America for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, assigns and successors, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that whereas Contractor has been awarded and is about to enter into a Contract with Town to perform all work required pursuant to the contract documents for the project entitled: __________________________ which Contract is by this reference incorporated herein, and is required by Town to give this Bond in connection with the execution of the Contract;
NOW, THEREFORE, if Contractor and his or her Subcontractors shall well and truly do and perform all the covenants and obligations of the Contract on his or her part to be done and performed at the times and in the manner specified herein including compliance with all Contract specifications and quality requirements, then this obligation shall be null and void, otherwise it shall be and remain in full force and effect;
PROVIDED, that any alterations in the work to be done, or in the material to be furnished, which may be made pursuant to the terms of the Contract, shall not in any way release Contractor or the Surety thereunder, nor shall any extensions of time granted under the provisions of the Contract release either Contractor or said Surety, and notice of such alterations of extensions of the Contract is hereby waived by said Surety.

In the event suit is brought upon this Bond by Town and judgment is recovered, said Surety shall pay all costs incurred by Town in such suit, including a reasonable attorney’s fee to be fixed by the Court.
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IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seals as of the dates set forth below:

CONTRACTOR*
CONTRACTOR’s Signer’s Name, Title _____________________________________ CONTRACTOR’s Business Name _____________________________________ Mailing Street Address _____________________________________ City, State, Zip Code _____________________________________ Telephone # _____________________________________
Date: _____________________________________
Surety*
Surety Signer’s Name / Title _____________________________________ Surety’s Business Name _____________________________________ Mailing Street Address _____________________________________ City, State, Zip Code _____________________________________ Telephone # _____________________________________
Date: _____________________________________
*Provide Contractor and Surety name, address and telephone number and the name, title, address and telephone number for the respective authorized representatives. Power of Attorney and Notary Acknowledgement must be attached. Seals and dates of signing must also be included. ( EXECUTE IN DUPLICATE )
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CERTIFICATE OF ACKNOWLEDGMENT
State of California County of ____________________ On _________________________ before me ____________________________,personally appeared__________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_____________________________ (SEAL)
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MAINTENANCE BOND
_______________________________

IN THE TOWN OF YOUNTVILLE, CALIFORNIA
KNOW ALL PERSONS BY THESE PRESENTS THAT WHEREAS, the Town of Yountville, as Town, has awarded to _______________________________, as Contractor, a contract for the above-stated project.

AND WHEREAS, Contractor is required to furnish a bond in connection with the contract guaranteeing maintenance thereof;
NOW, THEREFORE, we, the undersigned Contractor and Surety, are held firmly bound unto Town in the sum _____________________________________________________________, ($__________________) Dollars, which is fifty percent (50%) of the total contract amount for the above-stated project to be paid to Town, its successors and assigns, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that if Contractorshall remedy without cost to Town any defects which may develop during a period of one (1) year from the date of recordation of the Notice of Completion of the work performed under the contract, provided such defects are caused by defective or inferior materials or work, then this obligation shall be void; otherwise it shall be and remain in full force and effect. In case suit is brought upon this bond, Surety will pay reasonable attorneys’ fees to the Town in an amount to be fixed by the court.

IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seals as of the dates set forth below:

CONTRACTOR*
CONTRACTOR’s Signer’s Name, Title _____________________________________ CONTRACTOR’s Business Name _____________________________________ Mailing Street Address _____________________________________ City, State, Zip Code _____________________________________ Telephone # _____________________________________
Date: _____________________________________
Surety*
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Surety Signer’s Name / Title _____________________________________ Surety’s Business Name _____________________________________ Mailing Street Address _____________________________________ City, State, Zip Code _____________________________________ Telephone # _____________________________________
Date: _____________________________________
*Provide Contractor and Surety name, address and telephone number and the name, title, address and telephone number for the respective authorized representatives. Power of Attorney and Notary Acknowledgement must be attached. Seals and dates of signing must also be included. ( EXECUTE IN DUPLICATE )
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CERTIFICATE OF ACKNOWLEDGMENT
State of California County of _____________________. On _________________________ before me, _____________________________, personally appeared ___________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature_____________________________ (SEAL)
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EXHIBIT A
(Scope of Services)
Section 1 General Description of Work Objectives
Brief statement of work as detailed in Section 3.0
Scheduling details
Section 2 Period of Performance and Location(s)

2.1 Project Period
Starting: Date of Agreement Ending:

2.2 Locations

1. Section 3 Services/Tasks/Deliverables
Descriptions and timeframes for completion for discrete tasks

ITEMIZATION OF SERVICES & DELIVERABLES
Task/Deliverables Interval/Timing Payment

3.1 Item Description

3.2 Item Description

3.3 Item Description
Section 4 Description of Worksite Conditions and Delivery Requirements (Examples)

4.1 All non-hazardous and hazardous materials will be properly disposed of according to County waste disposal standards.

4.2 Sub-contractors will carry insurance to meet the Town’s insurance requirements as specified in this contract.

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4.3 All performing personnel will be licensed in the profession for the labor classification of their assigned work, or, if apprenticed, will perform under the supervision of a licensed professional.

4.4 Any incidental damage to ________________ will be repaired to the satisfaction of the Town Project Manager.

4.5 All personnel will be required to follow County and CDC COVID guidelines regarding use of proper Personal Protective Equipment while on the work site.

Section 5 Labor Classification
Pursuant to the requirements of California Labor Code section 1771, the labor performed for the work described must be compensated at general prevailing wage rates for outsourced work over $1,000. Prevailing wage rates can be found at https://www.dir.ca.gov/public-works/prevailing-wage.html.

Invoicing will include a breakdown of hours and hourly rates for the labor performed.

Job Classification Titles No. of
Employees
Positions
No. of
Subcontract
positions
Hourly
Rate
Regular
Hourly
Rate
Overtime
Section 6 Quality Control/Quality Assurance and Warranties (Example)

6.1 Work will be subject to a 7-year replacement or repair warranty.

Section 7 Additional Requirements
(Example)
Contractor’s work is subject to inspection by the Project Manager at the following project intervals.

7.1 Sample

7.2 Sample 2
Rates and Limits
Invoicing procedures & payment terms
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Section 8 Points of Contact (Contract Supervision and Billing) Section 9 Additional References
(Examples)

9.1 Applicable maps and drawings

9.2 Town Policy or ordinances

9.3 Professional guidelines

9.4 Contractor’s proposal
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EXHIBIT B
(Approved Fee Schedule)