HomeMy WebLinkAboutContracts & Agreements_246-2025AGREEN(EN T T .OHN
Old Category No. Q5
THIS AGREEMENT", entered into, dais 'th day of I_ecamber , 2025 In the Ban Bernardino
County of the State of California, ;by and between the CITY OF REDLANDS, horeinalter called trio
"City", and Whitehead Construction, Inc. , hereinafter called the "Contractor" Contractor acknowledges
that tills Project Is, being awarded in a000rdanco with tite Uniform Public Construction Cost Accounting
("1lPCCAA") set forth' n Public Contract Code section 22000 et seq, Bidders shall comply with oily
requirements set forth in the'OPC .A Including all guidelines and requirements in the current Califon! -a
Uniform Commotion Copt Aoeonr`tting Commission Cost Accounting Policies and Procedures Manual.
Contractor shall cooperate with the'City and provide any requested information or doamionts as roquested
by the City to comply with the UPICCAA Including, but not limited to, all Project cost data, invajres,
accounting records, payroll records, etc,
W1TNTSI Ti3 that the City and the Contractor for the consideration stated herein agree as
follows.
ARTICLE 1 • SCOPE O� WORA The Contractor shall furnish all labor, materials, equipment,
tools, and utility and transportation services, and perform and complete all work required in connection
with t , 20251017TS & Citv.'FIall Renovation ("Projece) its strict accordance with the Contract
Docutrietiits enumerated in Article 7 below. The Contractor shall be liable to the City for any damages
arising as a result of a failure to oninply with that obligation, and the Contractor shall not Ito oxcused with,
respect to any failure to comply by an act or emission of tho Construction Manager, Aroltitecl, Engineer,
lnspoctor, Clty, or representative`of any of them, unless such act or omission actuatly prevents ,the
Contraota" from fully c , plying With the Contract Documents and the Contractor protest in'acCo Cdance
with the ContractDocurnents, that the actor emission is preventing the Contractor 1i'00 fully complying
with the Contract Doeuments" Such protest $ushi not be effective unless reduced to writing, and filed with
the City office within seven (7) days of the date of occorrenca of such Act or omission preventing the
Contractor from #hilly oompiying with the Contract Documents,.
ARTICLE 2 -TIME oV.COMPLETION The City may give notice to proceed within; ninety
(00) days of the award of the bid by the City. Once the Contractor has received a notice to proceed, the
Contractor shall reach Substantial. Completion (See Article 1,1,47) of the 'Work within Three Hundred
- 'rt wo (332) calendar days from the start of construotion receipt. This shall be called Contract Time:
(+Soo Article_8), it is expressly understood that time is of the essence.
Contractor has thoroughly jstudied the Project and has satisfied itself that the tithe: period(g) for this
Project was adequate for the timely and proper completion of submittal, procu_rementand the Project within
each milestone and within the Contract time.
In the oven, that the City desires to postpone giving the notice to proceed beyond this'ninety (9t7)
day period, It is expressly understood that with reasonable notice to the Contractor, giving the notice to
proceed may be postponed by the City, it is further expressly, understood by tile Contractor, that the
Contractor shall not be entitled to any claim of additional compensation as it result of the City's
postponement of giving the notice'to proceed.
if tie Coottaotor believes that a postponement will cause hardship to it, the Contractor 1114y
terminate the Contract with written notice to the City within ten (1:0) days after receipt bythe Contractor of
the City's notice of postponement. It is farthor understood by the Contractor that in the event that the
Contractor terminates the Contract as a result of postponement by the Chy,, the City shall only be obligated
to pay the Contractor for the work performed by the Contractor attjte true of notification otpostponetneaL
Should the Contractor terminate the Contract as a result of a notice of postponement, the City shallhave
the authority to award: the Contract to the next lowest responsible bidder:
ARTICLE 3 - LIQUIDATED DAMIAGES: it being impraoticahle and infeasible to detennine
the amount of actual damage, it Is agreed that the Contractor will pay the City the sum_specifled in the
Stipplemontary General Conditions per calendar day for each and every day of delay beyond the contract
Time set forth in Ardale2 of this .Agreement (inclusive of Milestones that are critical on the critical path at
noted as critical to the City) as Liquidated Damages and not As a ponalty or forfeiture, In the event
Liquidated Damages are not pald,'the Contractor further agrees that the City may deduot such amount
thereof troth any money due or that may became clue the Contractor under the Contract (See Article 9.6
and 2,2 of the General Conditions).
ARTICLE 4 - CONTRACT PRICE: The City shall pay to the Contractor as full consideration
For the faithful performance of tha Contract, subject to any additions or deductions as provided In the
Contract Documents, the sum of One 1•lundred Vighty Fourhoo sit airs DOLLARS I1g4�.,,00, aAWd sum
tieing the total amount stipulated in the Bid Contractor submitted. 'Payment shall be made its set forth in
the General Conditions,
Should any Change Order result in an Increase, in: the Contract Priee, the cost of such. Change Order
shall be agreed to In advance by the Contractor and the City, subject to the monetary lhnitations, set forth
In public Contract Code section 20119A fit the event that the Contractor proceeds with a Change in work
without an agreement between the City and Contractor regarding the cost of a Change Order, (lie Contractor
waives any Claim of additional. compensation for such additlonat work.:
ARTICLE 9 --HOLD HARMLESS, AGREEMENT: Contractor shall defend, indemnify and
hold harmless City, Architect, Construction Manager, 'Inspector, the State of California and their officers;
employees; agents and Independent contractors from all liabilities, claims, actions,, liens, judgments,
demands,, damages, losses, costs or expenses of any kited arising from death, personal Injury, property
damage or other cause based or asserted upon any act, omission, or breach connected with or arising from
the progress of Work or performance of service under this Agreement or the Contract Dooumems. As part
of this indemnity, Contractor shall protect and defend, at its own expense, City, Architect, Construction
Manager, Inspector, the State or California and their officers, employees, agents and independent
contractors from any legal action Including attorneys fees or other proceeding based upon such act„
orission, breach or as otherwise required by this Article.
Furthermore,_ Contractor agrees to and does hereby defend, indemnify and hold harmless City,
Architect, Construction Manager, Inspector, the State of California and their officers, employees, agents
and independent contractors fl-ont every claim or demand matte, and every liability, loss; damage; expense
or attorney's foes of any nature whatsoever, which may be incurred by reason of:
(a) Liability for (1) death or bodily injary to persons; (2) damage or injury to, loss (including
theft), or loss of use of, any property;(3) any fallure er alleged faiture to comply with any provision of
law or the Contract Documents; or (4) any other loss, damage or expense, sustained by any person; firm
or corporation or In connection with the Work called for In this Agreement or the. Contract Documents;
except for liability resulting from the sole or active negligence, of the willful misconduct of the City':
(b) Any bodily injury to or death of persons or damage to property caused by any net,
omission or breach of Contractor or any person, firmorcorporation employed by Contractor, either
directly or by independent contract, including all damages or injury to or death of persons, loss (including
theft) or loss of use of any property, sustained by any person, firm or corporation, including the City,
arising out of or in anyway connected with Work covered by this Agreement or the Contract Documents,
whether said Injury or damage occurs elther on or off City property, but not for any loss, injury, death or
damages caused by the sole or active negligence or willful misconduct of the City,
(c) Any dispute between Contractor and Contractor's sltbcontraetos/supplies/ Sureties;
including, but not limited to, Any failure or alleged failure of the Contractor (or any person hired or
employed directly or indirectly by the Contractor) to pay any Subcontractor orMaterialman of any tier or
Ally other person employed In connection with the Work arid/ow tilIng of any stop notice or mechanic's
lien claims.
Contractor, at its own expanse, cost: and risk, shpl) defend any and all claims, actions, suits, or
other proceedings that may be brought or Instituted against the City, ifs officers, agents or employees, on
account of or founded upon any cerise, damage, or injury Identifier) herein Artiole S and shall pay or Satisfy
any judgment that maybe rendered;against the City, its officers, agents or employees in any action, suit or
other proceedings as a: result thereof:
The Contractor's and Subcontractors' obligation to defend, "indemnify and hold harmless the City,
Architect, Construction Manager, Inspector, the State of California and their officers, employees, agents
and independent coottractors hereunder shall include, without limitation, any and all claims, damages,, and
costs for the following! (1) any damages or Injury to or death of any person, and damage or injury to, loss
(including theft), or loss of use of, any property; (2) breach of any warranty, express or implied; (3)'failure
of the Contractor or 8nboontractor3 to comply with any applicable governmental law, rule, regulation, or
other requirement; (4) products installed in or used In connection with the Work; and (5) any claims of
violation of the Americans with Disabilities Act (" ADA").
ARTICLE 6-PROVISIONS REQUIRED BY LAW: Each and every provision of law and
clause required to be Inserted in this Contract shall be deemed to be inserter) herein, and this Contract shall
be read and enforced as though it were Included herein, and if through '.mistake or otherwise any such
provision Is not inserted or is not inserted correctly, then upon application ofeither party the Contract shall
forthwith be physically amended to make such Insertion or correction.
ARTICLE 7 - COMPONENT PARTS OF TILE CONTRACT: The Contract entered into by
this Agreement consists of the following Contract Documents, all of which are component parts of the
Contract as ifliorein set outin full pr attached hereto:
"Notice Inviting Bids
instructions to Bidders
Designation of Subcontractors
Non -Collusion Declaration
Bid Gtiaranteerori
Bid Bond
Bid Form
Contractor's Certificate Regarding Worker's Compensation
Acknowledgment of Bidding Practices Regarding Indemnity
Agreement Porm
Payment Bond
Performance Bond
Guarantee
Escrow Agreement for ."Security Deposit In Lieu of Retention
Workers' Compensation/Employers Liability Endorsement
General Liability Endorsement
Automobile Liability Endorsement
Contractor's Certificate Regarding Drug -Free Workplace
Contractor's Certificate Regarding, Alcohol and Tobacco
General Conditions
Supplementary General Conditions
Specifications
All Addenda as Issued
Drawings7Pla rs
Substitution Request Form
&equilrements, Reports and/or Documents in the Project Manual or Other Documents Issued to Bidders
Trade Scope of Work Summary
All of the above named Contract Documents are intended to be complementary. Work required by
one of the above named Contract Documents and not by others shall be done as if required by all.
ARTICLE 8 - PREVAII.'lNG 'WAGES: Wage rates for this Project shall be in accordance with
the general prevailing rate of holiday and overtime work in the locality in which the work is to be performed
for each craft, classification, or type of work needed to execute the Contract as determined by the Director
of the Department of industrial Relations. Copies of schedules of rates so detennincd by the Director of
the Department of Industrial Rel4flons are air pile at the administrative office of the City and are also
available lkprn the Director of the I) of industrial Relations, Me iitpring and enforcement of the
prevai ling wage laws and related requirements will be performed by the Labor 69mmlmloner7 Department
of Labor Standards Enforcement (bLSE).
The following are hereby referenced and made. a part of this Agreement and Contractor stipulates
to the provisions contained therein.
I, Chapter 1 of Pail 7 of Division 2 of the Labor Code (Section 1720 of seq.)
2. California Code of Regulations, Title 8, Chapter 8, Subchapters 3 through 6 (Section 16000
at seq.)
ARTICLE 9 -RECORD AUDIT: In accordance with Government Code section 9546,7(and.
Davis Bacon, if applicable) and Article 13,11 of the General Conditions, records of both the City and the
Contractor shall besubjectto examination and audit for a period of five (5) years after a Final Retention
Payment or the Recording of a Notice of Completion, whichever occurs first.
ARTICLE 10 -CONTRACTOR'S LICENSE: The Contractor must possess throughput the
Project a Class as specified in the Notice inviting Bids, Contractor's License, issued by the State of
California, which must be current and in good standing.
IN WITNESS WHEREOF, this Agreement has been duly executed by the above named parties,
on the day and year first above written.
City of Redlands
By��V' V2
Mario Saucedo, Mayor
Dated: 12. 1 7 - 2J
Attest:
Pane Donaldson, City Clerk
CONTRACTOR:
Paul Whitehead
Typed or Printed Name
President
Title JJ
Signature
Type or Printed Name
Title (Authorized Officers or Agents)
Signature