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Construction Services Agreement
<br />REV: 04-26-2021 PR
<br />00 5205 - 7
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<br />Appendix B to Construction Services Agreement
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<br />GENERAL CONDITIONS
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<br />ARTICLE 1 TERMS OF PERFORMANCE
<br />1.01 Construction Services Agreement (Agreement) Force and Effect. The provisions of the
<br />Agreement and other Contract Documents constitute the entire agreement between the Contractor
<br />and City regarding the Work described herein. No representation, term or covenant not expressly
<br />specified in the Contract Documents shall, whether oral or written, be a part of this agreement. The
<br />Agreement and other Contract Documents shall govern the Work described herein (whenever
<br />performed), and shall supersede all other purchase orders and agreements between Contractor
<br />and City, and any proposal, with respect to the Work described herein.
<br />1.02 No Modification or Waiver. The Contract Documents may not be modified, nor may compliance
<br />with any of its terms be waived, except by written instrument executed and approved by fully
<br />authorized representatives of City and Contractor. Contract Documents headings are for
<br />convenience only and do not affect the construction of the Contract Documents.
<br />1.03 Performance of Work/No Assignment. Time is of the essence in the performance of the Work.
<br />Contractor will perform the Work in a skillful and workmanlike manner; comply fully with criteria
<br />established by City, and with applicable laws, codes, and all applicable industry standards.
<br />Contractor shall maintain its work area in a clean and sanitary condition, clear debris and trash
<br />at the end of each work day, and shall not damage or disrupt any property unless specifically
<br />part of the scope of the Agreement. Contractor shall not contract any portion of the Work or
<br />otherwise assign the Agreement without prior written approval of City. (Contractor shall remain
<br />responsible for compliance with all terms of the Contract Documents, regardless of the terms of
<br />any such assignment.) The Contractor shall permit City (or its designees) access to the work area,
<br />Contractor’s shop, or any other facility, to permit inspection of the Work at all times during
<br />construction and/or manufacture and fabrication. The granting of any progress payment, and any
<br />inspections, reviews, approvals or oral statements by any City representative, or certification by
<br />any governmental entity, shall in no way limit Contractor’s obligations under the Contract
<br />Documents. Either party’s waiver of any breach, or the omission or failure of either party, at any
<br />time, to enforce any right reserved to it, or to require strict performance of any provision of the
<br />Contract Documents, shall not be a waiver of any other right to which any party is entitled, and shall
<br />not in any way affect, limit, modify or waive that party’s right thereafter to enforce or compel strict
<br />compliance with every provision hereof. City shall have, at all times, set-off rights with respect to
<br />any payment and Contractor’s failure to perform the terms of the Contract Documents.
<br />ARTICLE 2 MISCELLANEOUS
<br />2.01 Records and Payment Requests. Contractor shall submit all billings with all necessary invoices
<br />or other appropriate evidence of proper performance, after which City shall make payment within
<br />thirty (30) days. Upon City’s written request, Contractor shall make available to City, its authorized
<br />agents, officers, or employees, any and all ledgers, books of accounts, invoices, vouchers,
<br />cancelled checks, and other records or documents evidencing or relating to the Work or the
<br />expenditures and disbursement charged to City, and all correspondence, internal memoranda,
<br />calculations, books and accounts, records documenting its Work under the Agreement, and
<br />invoices, payrolls, timecards, records and all other data related to matters covered by the
<br />Agreement. Contractor shall furnish to City, its authorized agents, officers, or employees, such
<br />other evidence or information as City may require with regard to the Work or any such expenditure
<br />or disbursement charged by Contractor. Contractor shall maintain all such documents and records
<br />prepared by or furnished to Contractor during the course of performing the Work for at least five
<br />years following completion of the Work, except that all such items pertaining to hazardous materials
<br />shall be maintained for at least thirty (30) years. Contractor shall permit City to audit, examine and
<br />make copies, excerpts and transcripts from such records. The State of California or any federal
<br />agency having an interest in the subject of the Agreement shall have the same rights conferred to
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