HomeMy WebLinkAboutContracts & Agreements_44-2012_CCv0001.pdf AGREEMENT FOR CONSTRUCTION OF THE CYPRESS/REDLANDS BLVD
NW ALLEY IMPROVEMENT PROJECT JL 48033
This agreement for construction of the Cypress/Redlands Blvd NW Alley
Improvement Project JL 48033 in the City of Redlands' ("Agreement") is made and
entered into this -,?,t*y day of A"ak 2012 ("Effective Date"), by and between the
City of Redlands, a municipal corporation ("City"), and B&T Works Inc. ("Contractor").
City and Contractor are sometimes individually referred to herein as a "Party" and,
together, as the"Parties."
In consideration of the mutual promises contained herein, City and Contractor
agree as follows:
ARTICLE I - ENGAGEMENT OF CONTRACTOR
1.1 City hereby retains Contractor to construct the Cypress/Redlands Blvd NW Alley
Improvement Project JL 48033 ("Services").
1.2 Contractor and its subcontractors shall possess all appropriate State contractors'
licenses required for the work to be performed in connection with the construction
of the Cypress/Redlands Blvd NW Alley Improvement Project JL 48033, and
shall not be debarred pursuant to Labor Code sections 1777.1 and 1777.7.
ARTICLE 2 - RESPONSIBILITIES OF CONTRACTOR
2.1 The specific construction Services which Contractor shall perform are more
particularly described in the plans, Exhibit "A," which is attached hereto and
incorporated herein by this reference (the "Services").
2.2 Contractor shall comply with all applicable Federal, State and local laws and
regulations in the performance of the Services including, but not limited, to all
applicable Labor Code and prevailing wage laws and non-discrimination laws,
including the Americans with Disabilities Act. Pursuant to Labor Code section
1773.2, copies of the prevailing rates of per them wages as determined by the
Director of the California Department of Industrial Relations for each craft,
classification or type of worker needed to undertake the Project are on file at
City's Municipal Utilities and Engineering Department, located at the Civic
Center, 35 Cajon Street, Suite 15A (Mailing: P.O. Box 3005), Redlands,
California 92373.
23 Contractor acknowledges that if it violates the Labor Code provisions relating to
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prevailing wages that City may enforce such provisions by withholding payments
to Contractor or its subcontractors pursuant to Labor Code section 1771.6.
2.4 If Contractor executes an agreement with a subcontractor to perform work on the
Project. Contractor shall comply with Labor Code sections 1775 and 1777.7, and
shall provide the subcontractor with copies of the provisions of Labor Code
sections 1771, 1775, 1776, 1777.5. 1813 and 1815. Contractor acknowledges that
the statutory provisions establishing penalties for failure to comply with state
wage and hour laws and to pay prevailing wages may be enforced by City
pursuant to Labor Code sections 1775 and 1813.
2.5 Contractor and its subcontractors shall comply with the provisions of Labor Code
section 1776 regarding payroll records maintenance, certifications, retention and
inspection.
2.6 Contractor acknowledges that eight (8) hours constitutes a legal day's work
pursuant to Labor Code section 1810.
2.7 Contractor shall comply with the provisions of Labor Code section 1777.5 as to
apprenticeships, and Labor Code sections 1771, 1775, 17761, 1777.5, 1813 and
1815.
2.8 Contractor shall obtain, execute and deliver to City a Performance Bond and a
Labor and Materials Payment Bond, in the forms attached hereto as Exhibits "B"
and "C."
2.9 Because this Agreement was exempt from competitive bidding, prior to
commencement of any Services, Contractor shall provide City with the
information otherwise found in Public Contract Code section 4104.
2.10 Pursuant to Public Contract Code section 7103.5(b), Contractor offers and agrees
to assign to City all rights, title and interest in and to all causes of action it may
have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the
Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division
7 of the Business and Professions Code), arising from purchases of goods,
services or materials pursuant to this Agreement
ARTICLE 3 - PERIOD OF SERVICE
3.1 Contractor shall commence the Services upon City's delivery to Contractor of a
written"Notice to Proceed."
3,2 Contractor shall complete the Services within Forty-Five (45) calendar days from
and after the date of the City's issuance to Contractor of the Notice to Proceed.
ARTICLE 4- PAYMENT AND NOTICE
4.1 City shall pay Contractor the sum of twenty-nine thousand nine-hundred fifty
Dollars(S 229,950.00) as complete compensation for the Services.
4.2 Payments by City to Contractor shall be made within thirty (30) days after City's
receipt and approval of Contractor's invoice, by warrant payable to Contractor.
4.3 All notices shall be made in writing and shall be given by personal delivery or by
mail. Notices sent by mail shall be addressed as follows:
City:
Greg Brooks, Construction Manager
Municipal Utilities and Engineering Dept.
City of Redlands
P.O. Box 3005
Redlands, CA 92373
Contractor:
Giovanni Nanci, Chief Executive Officer
B&T Works Inc.
23905 Clinton Keith Road, Ste. 114-351
Wildomar, CA 92595
When so addressed, such notices shall be deemed given upon deposit in the
United States mail; in all other instances, notices, bills and payments shall be
deemed given at the time of actual delivery. Changes may be made in the names
and addresses of the person to whom notices are to be given by giving notice
pursuant to this section 4.3.
4.4 Pursuant to Public Contract Code section 22300, Contractor has the option to
deposit securities with an Escrow Agent as a substitute for any monies withheld
by City to ensure Contractor's performance pursuant to Public Contract Code
section 22300.
ARTICLE 5 - INSURANCE AND INDEMNIFICATION
5.1 Contractor's Insurance to be Primary. All insurance required by this Agreement
shall be maintained by Contractor throughout Contractor's performance of the
Services, and shall be primary with respect to City and non-contributing to any
insurance or self-insurance maintained by City.
5.2 Workers' Compensation and Employer's Liability
A. Contractor shall secure and maintain Workers' Compensation and
Employer's Liability insurance for its employees throughout the
performance of the Services pursuant to Labor Code sections 3700 and
1860, in an amount which meets statutory requirements, with an insurance
carrier acceptable to City. The insurance policy shall include a provision
prohibiting the policy's cancellation except upon thirty (3)0) days prior
written notice to City. Contractor shall execute and deliver to City a
Worker's Compensation Insurance Certification in the form attached
hereto as Exhibit "D" prior to commencement of the Project.
B. Contractor expressly waives all rights to subrogation against City and its
elected officials, officers and employees for losses arising from work
performed by Contractor on the Project by expressly waiving Contractor's
immunity for injuries to Contractor's employees. Contractor agrees that
the obligation to indemnify, defend and hold harmless provided for in this
Agreement extends to any claim brought by, or on behalf of, any
employee of Contractor.
5.3 Hold Harmless and Indemnification. Contractor shall indemnify, hold harmless
and defend City and its elected officials, employees and agents from and against
any and all claims, losses and liability, including attorneys' fees, arising from
injury or death to persons or damage to property occasioned by any negligent or
intentionally wrongful act or omission of Contractor, and its officers, employees
and agents, in performing the Project.
5.4 Assignment. Contractor is expressly prohibited from assigning any of the work
associated with the Services without the express prior written consent of City. In
the event of agreement by the Parties to assign a portion of the Services,
Contractor shall add the assignee as an additional insured to its insurance policies
and provide City with the insurance endorsements prior to any work being
performed by the assignee. Assignment does not include printing or other
customary reimbursable expenses that may be provided for in this Agreement.
5.5 Comprehensive General Liability Insurance. Contractor shall secure and maintain
in force throughout the duration of the Services comprehensive general liability
insurance, with carriers acceptable to City, with minimum coverage of One
Million Dollars 01,000,000) per occurrence and Two Million Dollars
($2,000,000) aggregate for public liability, property damage and personal injury.
City shall be named as an additional insured and the insurance policy shall
include a provision prohibiting modification of coverage limits or cancellation of
the policy except upon thirty (30) days prior written notice to City. A certificate
of insurance and endorsements shall be delivered to City prior to commencement
of the Services.
5.6 Business Auto Liability Insurance. Contractor shall secure and maintain in force
throughout the duration of the Project business automobile liability coverage, with
minimum limits of One Million Dollars ($1,000,000) per occurrence, combined
single limit for bodily injury liability and property damage liability. This
cove-rage shall include all Contractor owned vehicles used on the Project, hired
and non-owned vehicles, and employee non-ownership vehicles. City- shall be
named as an additional insured and the insurance policy shall include a provision
prohibiting modification of coverage limits or cancellation of the policy except
upon thirty (30) days prior written notice to City. A certificate of insurance and
endorsements shall be delivered to City prior to commencement of the Services.
5.7 Liquidated Damages. The failure of Contractor to complete the work within the
time allowed will result in damages being sustained by City. Such damages are, and
will continue to be, impracticable and extremely difficult to determine. Contractor
shall pay to City, or have withheld from monies due it, the sum of$500 for each
consecutive calendar day in excess of the specified time for completion of the
Services. Execution of this Agreement shall constitute agreement by City and
Contractor that$500 per day is the estimated damage to City caused by the failure of
Contractor to complete the Project within the allowed time. Such sum represents
liquidated damages and shall not be construed as a penalty, and may be deducted
from payments due the Contractor if such delay occurs.
ARTICLE 6 - GENERAL CONSIDERATIONS
6.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs
and other relief,be entitled to recover its reasonable attorneys' fees, including fees
for the use of in-house counsel by a Party.
6.2 All documents, records, drawings, electronic data files and data base,
photographic prints and negatives, designs and specifications, cost estimates, and
other Project documents developed by Contractor for the Project shall become the
property of City and shall be delivered to City upon completion of the Project.
6.3 Contractor is, for all purposes under this Agreement, an independent contractor
with respect to the Project and not an employee of City. All personnel employed
by Contractor to perform the Project are for its account only, and in no event shall
Contractor or any personnel retained by it be deemed to have been employed by
City or engaged by City for the account of, or on behalf of, City. Nothing in this
Agreement shall be considered to create the relationship of employer and
employee between the Parties.
6.4 Unless earlier terminated as provided for below, this Agreement shall terminate
upon completion and acceptance of the Project by City.
6.5 City may terminate this Agreement for any reason, at any-time at its sole
discretion,upon five(5)calendar day prior written notice to Contractor.
6.6 Upon receipt of a termination notice, Contractor shall (1)promptly discontinue all
work associated with the Project and (2) deliver or otherwise make available to
City, copies of any data, design calculations, drawings, specifications, reports,
estimates, summaries, and such other information and materials as may have been
accumulated by Contractor in performing the Project. Contractor shall be
compensated on a pro-rata basis for any work completed up until notice of
termination.
6.7 This Agreement, including the exhibits incorporated by reference, represents the
entire agreement and understanding between the Parties as to the matters
contained herein and any prior negotiations, proposals and agreements relating to
the subject matter hereof are superseded by this Agreement. Any amendment to
this Agreement shall be in writing and approved by City and Contractor.
6.8 This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
6.9 , Claims by Contractor in the amount of Three Hundred Seventy-Five Thousand
Dollars ($375,000) or less shall be made by Contractor and processed by City
pursuant to the provisions of Part 3, Chapter 1, Article 1.5 of the Public Contract
Code(commencing with section 20104). All claims shall be in writing and include
the documents necessary to substantiate the claim.
6.10 If any provision or of this Agreement is held to be void or unenforceable under any
law or regulation, it shall be deemed stricken, and all rcmani ing provisions shall
continue to be valid and binding upon City and Contractor,
IN WITNESS WHEREOF, duly authorized representatives of the Parties have signed in
confirmation of this Agreement.
CITY-OF REDLANDS ATTEST:
By
Kundig= City Clerk
Finance Director
Contractor Name: 8 &T WORKS INC,
23905 CLINTON 1
#114-351
WILDOMAR, CA 92595
Y
B Date