HomeMy WebLinkAbout20-23-J Eslick Construction.pdfCONTRACT NUMBER 20-23-J Agreement - 1
A G R E E M E N T
THIS AGREEMENT made at Fresno, in Fresno County, California, by and between Eslick Construction,
Inc. hereinafter called the Contractor, and the County of Fresno hereinafter called the Owner.
WHEREAS: This Agreement, together with other Contract Documents (as defined hereinbelow), shall
establish an indefinite quantity Job Order Contract pursuant to which Contractor shall perform an
ongoing series of individual projects at different locations throughout the County of Fresno. The
construction work and services performed by Contractor under this Agreement shall be carried out
pursuant to individual Work Orders. All capitalized terms not defined in this Agreement shall have the
meanings set forth in the General Conditions referenced hereinbelow and incorporated herein by
reference.
WITNESSETH: That the Contractor and the Owner, for the consideration hereinafter named, agree as
follows:
ARTICLE I. The Contractor agrees to furnish all labor and materials, including tools, implements, and
appliances required, but excluding such materials as are mentioned in the specifications to be furnished
by the Owner, and to perform all the work in a good and workmanlike manner, free from any and all liens
and claims of mechanics, materialmen, teamsters, subcontractors, artisans, machinists, and laborers
required for:
GENERAL ENGINEERING JOB ORDER CONTRACT
CONTRACT NUMBER 20-23-J
All goods and services provided shall be in strict compliance with the Construction Task Catalog®,
Technical Specifications and Contracting Requirements therefore prepared by the Director of the Fresno
County Department of Public Works and Planning and his authorized representatives, hereinafter
“Project Manager”, and other contract documents relating thereto.
ARTICLE II. The Contractor and the Owner agree that the Notice to Bidders and Special Provisions,
the Wage Scale (Prevailing Wages), the Plans and Drawings, Addenda and Bulletins thereto, and the
Proposal (Bid Book) hereto attached, together with this Agreement, form the contract, and they are as
fully a part of the contract as if hereto attached or herein repeated.
All portions of the Standard Specifications of the State of California, Department of Transportation, dated
2015, which are not in conflict with this contract shall be deemed a part of the specifications as though
fully therein set forth; provided, however, that revisions to the said Standard Specifications shall apply
only to the extent, if any, included in the Project Details of these specifications or as otherwise
incorporated directly herein. No part of said specifications which is in conflict with any portion of this
agreement, or which is not actually descriptive of the work to be done thereunder, or of the manner in
which said work is to be executed, shall be considered as any part of this agreement, but shall be utterly
null and void.
ARTICLE III. The Contractor agrees that the work under the contract shall be completed as determined
by the Owner as set forth in the individual Work Orders. Time of performance shall be deemed as of the
essence hereof and it is agreed that actual damages to the Owner from any delay in completion beyond
the date provided for herein, or any extension thereof until the work is completed or accepted, shall be
all provable damages plus liquidated damages as identified in the individual Work Orders ranging from
Two Hundred Fifty and 00/100 DOLLARS ($250.00) to Five Thousand and 00/100 DOLLARS ($5000.00)
per day; that said liquidated damage was arrived at by a studied estimate of loss to the Owner in the
event of a delay considering the following damage items which are extremely difficult or impossible to
determine: Additional construction expense resulting from delay of completion including, but not limited
to, engineering, inspection, rental and utilities; provided, however, the Owner may conditionally accept
CONTRACT NUMBER 20-23-J Agreement - 2
the work and occupy and use the same if there has been such a degree of completion as shall in its
opinion render the same safe, fit and convenient for the use for which it is intended and in such cases
the Contractor and Surety shall not be charged for liquidated damages for any period subsequent to
such conditional acceptance and occupation by the Owner but Owner may assess actual damages
caused by failure of total completion during such period. The time during which the Contractor is delayed
in said work by the acts or neglects of the Owner or its employees or those under it by contract or
otherwise, or by the acts of God which the Contractor could not have reasonably foreseen and provided
for, or by storms and inclement weather which delays the work, or by any strikes, boycotts, or like
obstructive action by employee or labor organizations, or by any general lockouts or other defensive
action by employers, whether general, or by organizations of employers, shall be added to the time for
completion as aforesaid.
ARTICLE IV. COMPENSATION: The Owner agrees to make payments on account thereof as provided
in the General Conditions.
The Contract is an indefinite-quantity contract for construction work and services. There in no Minimum
Contract Value of Work Orders that the Contractor is guaranteed the opportunity to perform under this
Contract. The Maximum Contract Value is $3,000,000. At the discretion of the Owner and if deemed to
be in the public interest, the Maximum Contract Value of this Contract may be increased to the limit
allowable by Public Contract Code during the Term of the Agreement.
The Contractor shall perform all work required, necessary, proper for or incidental to completing the
Detailed Scope of Work called for in each individual Work Order issued pursuant to this Contract for the
Unit Prices set forth in the Construction Task Catalog® and the following Adjustment Factors:
1. Normal Working Hours (7:00am to 5:00pm Monday through Friday)
2. Other Than Normal Working Hours (5:00pm to 7:00am Monday through Friday, and all day
Saturday, Sunday, and Holidays)
3. Normal Working Hours – Elevations Above 3000 Feet (7:00am to 5:00pm Monday through
Friday)
4. Other Than Normal Working Hours – Elevations Above 3000 Feet (5:00pm to 7:00am
Monday through Friday, and all day Saturday, Sunday, and Holidays)
ARTICLE V. The Term of the Job Order Contract shall be for one (1) year, or when issued Work Orders
totaling the Maximum Contract Value have been completed, whichever occurs first. All Work Orders
shall be issued, but not necessarily completed within one calendar year after the commencement date
of this Agreement.
ARTICLE VI. The Contractor and the Owner agree that changes in this Agreement shall become
effective only when written in the form of an amendment approved and signed by the Owner and the
Contractor.
The Contractor and the Owner agree that the Owner shall have the right to request any alterations,
deviations, reductions or additions to the Detailed Scope of Work of the individual Work Orders or
specifications or any of them, and the amount of the cost thereof shall be handled by issuance of a
Supplemental Work Order.
This contract shall be deemed completed when the work of all individual Work Orders is finished in
accordance with all Contract Documents as amended by such changes. No such change or modification
shall release or exonerate any surety upon any guaranty or bond given in connection with this contract.
ARTICLE VII. In the event of a dispute between the Owner or Project Manager and the Contractor as
to an interpretation of any of the specifications or as to the quality of sufficiency of material or
workmanship, the decision of the Project Manager shall for the time being prevail and the Contractor,
without delaying the job, shall proceed as directed by the Project Manager without prejudice to a final
CONTRACT NUMBER 20-23-J Agreement - 3
determination by negotiation, arbitration by mutual consent or litigation and should the Contractor be
finally determined to be either wholly or partially correct, the Owner shall reimburse him for any added
costs he may have incurred by reason of work done or material supplied beyond the terms of the contract
as a result of complying with the Project Manager's directions as aforesaid. In the event the Contractor
shall neglect to prosecute the work properly or fail to perform any provisions of this contract, the Owner,
after three days' written notice to the Contractor, may, without prejudice to any other remedy it may have,
make good such deficiencies and may deduct the cost thereof from the payment then or thereafter due
to the Contractor, subject to final settlement between the parties as in this paragraph hereinabove
provided.
ARTICLE VIII. To the fullest extent permitted by law, Contractor agrees to and shall indemnify, save,
hold harmless and at County’s request, defend County and its officers, agents and employees, and the
Project Manager and their respective officers, agents and employees, from any and all costs and
expenses, attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to
County, or the Project Manager in connection with the performance, or failure to perform, by Contractor,
its officers, agents or employees under this Agreement, and from any and all costs and expenses,
attorney fees and court costs, damages, liabilities, claims and losses occurring or resulting to any person,
firm or corporation who may be injured or damaged by the performance, or failure to perform, of
Contractor, its officers, agents or employees under this Agreement. In addition, Contractor agrees to
indemnify County for Federal, State of California and/or local audit exceptions resulting from
noncompliance herein on the part of Contractor.
In any and all claims against the County, the Project Manager, or any of their respective officers, agents
or employees, initiated by any employee of the Contractor, any Subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable, the
indemnification obligation set forth in the immediately preceding paragraph shall not be limited in any
way by any limitation on the amount or type of damages, compensation or benefits payable by or for the
Contractor or any Subcontractor under workmen’s compensation acts, disability benefit acts or other
employee benefit acts.
ARTICLE IX. If the Contractor should be adjudged a bankrupt, or if he should make a general
assignment for the benefit of his creditors, or if a receiver should be appointed on account of his
insolvency, or if he or any of his subcontractors should persistently violate any of the provisions of the
contract, or if he should persistently or repeatedly refuse or should fail, except in cases for which
extension of time is provided, to supply enough properly skilled workmen or proper materials, or if he
should fail to make prompt payment to subcontractors or for material or labor, or persistently disregard
laws, ordinances or the instructions of the Engineer, then the Owner may, upon certificate of the
Engineer when sufficient cause exists to justify such action, serve written notice upon the Contractor
and his surety of its intention to terminate the contract, and unless within five days after the serving of
such notice, such violations shall cease and satisfactory arrangements for correction thereof be made,
the contract shall, upon the expiration of said five days, cease and terminate.
In the event of any such termination, the Owner shall immediately serve written notice thereof upon the
surety and the Contractor, and the surety shall have the right to take over and perform the contract,
provided, however, that if the surety within ten (10) days after the serving upon it of notice of termination
does not give the Owner written notice of its intention to take over and perform the contract or does not
commence performance thereof within the ten (10) days stated above from the date of the serving of
such notice, the Owner may take over the work and prosecute the same to completion by contract or by
any other method it may deem advisable, for the account and at the expense of the Contractor, and the
Contractor and his surety shall be liable to the Owner for any excess cost occasioned the Owner thereby,
and in such event the Owner may without liability for so doing, take possession of and utilize in
completing the work such materials, appliances, plant and other property belonging to the Contractor as
may be on the site of the work and necessary therefor. In such case the Contractor shall not be entitled
to receive any further payment until the work is finished. If the unpaid balance of the contract price shall
exceed the expenses of finishing the work, including compensation for additional managerial and
CONTRACT NUMBER 20-23-J Agreement - 4
administrative services, such excess shall be paid to the Contractor. If such expense shall exceed such
unpaid balance, the Contractor shall pay the difference to the Owner. The expense incurred by the
Owner, as herein provided and damage incurred through the Contractor's default, shall be certified by
the Engineer.
ARTICLE X. Without limiting the COUNTY’S right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits not less than those shown in the following table:
For each
occurrencea
Aggregate for products/completed
operation
General
aggregateb
Umbrella or excess
liabilityc
$1,000,000 $2,000,000 $2,000,000 $5,000,000
This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability, or any other liability insurance deemed necessary because of the of the nature of this contract.
Such Commercial General Liability insurance shall name the County of Fresno, its officers, agents, and
employees, individually and collectively, as additional insured, but only insofar as the operations under
this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance
and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees
shall be excess only and not contributing with insurance provided under CONTRACTOR's policies
herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
written notice given to COUNTY. CONTRACTOR shall obtain endorsements to the Commercial General
Liability insurance policy naming COUNTY as an additional insured and providing for a thirty (30) day
prior written notice of cancellation or change in terms or coverage.
Within eight (8) days from date CONTRACTOR executes this Agreement, CONTRACTOR shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, as required
herein, to the County of Fresno, Design Division Manager, stating that such insurance coverages have
been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not
be responsible for an premiums on the policies; that such Commercial General Liability insurance names
the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
insured, but only insofar as the operations under this Agreement are concerned; that such coverage for
additional insured shall apply as primary insurance an any other insurance, or self- insurance shall not
be cancelled or changed without a minimum of thirty (30) days advance, written notice given to COUNTY.
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the
County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured,
but only insofar as the operations under this Agreement are concerned. Such coverage for additional
insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by
COUNTY, its officers, agents, and employees shall be excess only and not contributing with insurance
provided under CONTRACTOR’S policies herein. This insurance shall not be cancelled or changed
without a minimum or thirty (30) days advance written notice given to COUNTY.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000) per accident for bodily injury and property damage. Coverage should include owned and
non-owned vehicles used in connection with this Agreement and all applicable endorsements.
CONTRACT NUMBER 20-23-J Agreement - 5
C. Professional Liability
If CONTRACTOR is a licensed professional or employs professional staff, (e.g., Architect, Engineer,
Surveyor, etc.) in providing services, Professional Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate
with a provision for 3 year tail coverage.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor Code.
ARTICLE XI. Contractor represents that he has secured the payment of Worker's Compensation in
compliance with the provisions of the Labor Code of the State of California and during the performance
of the work contemplated herein will continue so to comply with said provisions of said Code. Contractor
shall supply the Owner with certificates of insurance, in duplicate, evidencing that Worker's
Compensation Insurance is in effect and providing that the Owner will receive ten days notice of
cancellation. If Contractor self-insures Worker's Compensation, Certificate of Consent to Self-insure
should be provided the Owner.
ARTICLE XII. The successful bidder shall furnish a payment bond and a performance bond in the
amount of $2,000,000 each as security for the payment of all persons performing and furnishing
materials in connection with this Contract. If the aggregate outstanding Job Orders issued under the
contract exceed $2,000,000, increases in the Payment and Performance Bonds in increments of
$500,000 will be required such that the amount of the Payment and Performance Bonds are not less
than one hundred percent (100%) of the outstanding aggregate Job Orders issued. Bonds shall remain
in force for the duration and until completion of any outstanding Job Order. At no time may the sum of
outstanding Job Orders exceed the amount of the Payment and Performance Bonds.
The payment bond shall contain provisions such that if the Contractor or his subcontractors shall fail to
pay (a) amounts due under the Unemployment Insurance Code with respect to work performed under
the contract, or (b) any amounts required to be deducted, withheld and paid over to the Employment
Development Department and to the Franchise Tax Board from the wages of the employees of the
Contractor and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with
respect to such work and labor, then the surety will pay these amounts. In case suit is brought upon the
payment bond, the surety will pay a reasonable attorney's fee to be fixed by the court.
ARTICLE XIII. This project is subject to compliance monitoring and enforcement by the Department of
Industrial Relations.
Except as provided in Labor Code section 1725.5(f), no contractor or subcontractor may be listed on a
bid proposal for a public works project unless registered with the Department of Industrial Relations
pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes
only under Labor Code section 1771.1(a)].
Except as provided in Labor Code section 1725.5(f), no contractor or subcontractor may be awarded a
contract for public work on a public works project or engage in the performance of work on any public
works project unless registered with the Department of Industrial Relations pursuant to Labor Code
section 1725.5.
Contractor shall comply with all applicable laws and regulations relating to wages and employment,
including all requirements imposed by the California Department of Industrial Relations (DIR).
Contractor shall cooperate with County to furnish timely all information necessary for County’s
completion of the form required to be submitted by County when registering the Project on the DIR
website; and County thereafter shall provide to Contractor the “Project ID Number” assigned by DIR in
order to facilitate Contactor's submission to DIR of its certified payrolls for the Project, in the manner
required and using such form as may be prescribed by DIR; in accordance with the provisions of Labor
Code section 1771.4(a)(3). · · · · · · ·
ARTICLE XIV: Governing Law~ Venue for any actiOn arising out of or relating to this Agreement shall
be in Fresno County, California. This Agreement shall be governed by the laws of the State of California.
This Contract, 20-23-J, was awarded by the Board of Superviso,rs on June 8. 2021 . It has been reviewed
by the Department of Public Works and Planning and is in proper order for signature :of the Chairman of
the Board of Supervisors.·· · · · ·· · ·
. . . .
IN WITNESS WHEREOF, they have executed this Agreement-this . IS+b · day of
__ ....;..__::· (£....,·~. ~-. ""'4---. -. ___,_·,, 2021
£sJic)~ Ccrtirocr/ioo Tr7C.
(CONTRA<'.;TOR)
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Taxpayer Federal I.D. No.)
Title -~f,_YJ.M;=· -·~id~e~n~+-•'--···. -
. ,
CONTRACT NUMBER 20-23-J
COUNTY OF FRESNO .·
.· By -=---------------,------Steve Bran au ; Chairman
of the Board of Supervisors of the
County of Fresn~ .
ATTEST:
Bernice E. Seidel
Clerk df the Board of Supervisors
County of Fresno; State of California
. By _tt....,.· ,.....,~===--· --=-~· 'F--. _· _, -
·.' Dep~-
Agreement - 6