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HomeMy WebLinkAbout18-J-03 PUMA CONSTRUCTION.pdf Contract No.: #18-J-01 18-J-02 18-J-03 Agreement 00 52 13-1 JOB ORDER CONTRACT A G R E E M E N T1 2 THIS AGREEMENT made at Fresno, in Fresno County, California, by and 3 between Puma Construction and Restoration hereinafter called the Contractor, and the 4 County of Fresno hereinafter called the Owner. 5 6 WHEREAS: This Agreement, together with other Contract Documents (as 7 defined hereinbelow), shall establish an indefinite quantity Job Order Contract pursuant to 8 which Contractor shall perform an ongoing series of individual projects at different 9 locations throughout the County of Fresno. The construction work and services performed 10 by Contractor under this Agreement shall be carried out pursuant to individual Work 11 Orders. All capitalized terms not defined in this Agreement shall have the meanings set 12 forth in the General Conditions referenced hereinbelow and incorporated herein by 13 reference. 14 15 WITNESSETH, the Contractor and the Owner, for the consideration hereinafter 16 named, agree as follows: 17 18 19 ARTICLE I. The Contractor agrees to furnish all labor, equipment and materials, including 20 tools, implements, and appliances required, and to perform all the work in a good and 21 workmanlike manner, free from any and all liens and claims of mechanics, materialmen, 22 subcontractors, artisans, machinists, teamsters and laborers required for Job Order 23 Contract No. 18-J-01, . 24 18-J-02 25 18-J-03 26 All goods and services provided shall be in strict compliance with the Construction Task 27 Catalog®, Technical Specifications and Contracting Requirements therefore prepared by 28 the Director of the Fresno County Department of Public Works and Planning and his 29 authorized representatives, hereinafter Project Manager , and other contract documents 30 relating thereto. 31 32 33 ARTICLE II. The Contractor and the Owner agree that the Advertisement (Notice to 34 Contractors), the Wage Scale, the Proposal hereto attached, the Instructions to Bidders, 35 the General Conditions of the contract, the Technical Specifications, the Construction Task 36 Catalog® and the Addenda and Bulletins thereto, the Contract Bonds and Certificates of 37 Liability and Workers Compensation Insurance, and the Work Orders, together with this 38 Agreement, form the Contract Documents, and they are as fully a part of the contract as if 39 hereto attached or herein repeated. But no part of said specifications that is in conflict with 40 any portion of this Agreement, or that is not actually descriptive of the work to be done 41 thereunder, or of the manner in which the said work is to be executed, shall be considered 42 as any part of this Agreement, but shall be utterly null and void, and anything that is 43 expressly stated, delineated or shown in or upon the specifications or Detailed Scope of 44 Work shall govern and be followed, notwithstanding anything to the contrary in any other 45 source of information or authority to which reference may be made. 46 47 48 ARTICLE III. The Contractor agrees that the work under the contract shall be completed 49 as determined by the Owner as set forth in the individual Work Orders. Time of performance 50 shall be deemed as of the essence hereof and it is agreed that actual damages to the 51 Owner from any delay in completion beyond the date provided for herein, or any extension 52 thereof until the work is completed or accepted, shall be all provable damages plus 53 Contract No.: #18-J-01 18-J-02 18-J-03 Agreement 00 52 13-2 JOB ORDER CONTRACT liquidated damages as identified in the individual Work Orders ranging from Two Hundred1 Fifty and 00/100 DOLLARS ($250.00) to Five Thousand and 00/100 DOLLARS 2 ($5000.00)per day; that said liquidated damage was arrived at by a studied estimate of 3 loss to the Owner in the event of a delay considering the following damage items which 4 are extremely difficult or impossible to determine: Additional construction expense resulting 5 from delay of completion including, but not limited to, engineering, inspection, rental and 6 utilities; provided, however, the Owner may conditionally accept the work and occupy and 7 use the same if there has been such a degree of completion as shall in its opinion render 8 the same safe, fit and convenient for the use for which it is intended and in such cases the 9 Contractor and Surety shall not be charged for liquidated damages for any period 10 subsequent to such conditional acceptance and occupation by the Owner but Owner may 11 assess actual damages caused by failure of total completion during such period. The time 12 during which the Contractor is delayed in said work by the acts or neglects of the Owner or 13 its employees or those under it by contract or otherwise, or by the acts of God which the 14 Contractor could not have reasonably foreseen and provided for, or by storms and 15 inclement weather which delays the work, or by any strikes, boycotts, or like obstructive 16 action by employee or labor organizations, or by any general lockouts or other defensive 17 action by employers, whether general, or by organizations of employers, shall be added to 18 the time for completion as aforesaid. 19 20 21 ARTICLE IV. COMPENSATION: The Owner agrees to make payments on account 22 thereof as provided in the General Conditions. 23 24 The Contract is an indefinite-quantity contract for construction work and services. The 25 Minimum Contract Value of Work Orders that the Contractor is guaranteed the 26 opportunity to perform under this Contract is $25,000. The Maximum Contract Value is 27 $1,500,000. At the discretion of the Owner and if deemed to be in the public interest, the 28 Maximum Contract Value of this Contract may be increased to the limit allowable by 29 Public Contract Code during the Term of the Agreement. 30 31 The Contractor shall perform all work required, necessary, proper for or incidental to 32 completing the Detailed Scope of Work called for in each individual Work Order issued 33 pursuant to this Contract for the Unit Prices set forth in the Construction Task Catalog® 34 and the following Adjustment Factors: 35 36 1. County / State-funded Projects Normal Working Hours (7:00am to 5:00pm Monday 37 through Friday) 38 39 40 41 2. County / State-funded Projects Other Than Normal Working Hours (5:00pm to 42 7:00am Monday through Friday, and all day Saturday, Sunday, and Holidays) 43 44 45 46 3. Federally-funded Projects Normal Working Hours (7:00am to 5:00pm Monday 47 through Friday) 48 49 50 51 4. Federally-funded Projects Other Than Normal Working Hours (5:00pm to 7:00am 52 Monday through Friday, and all day Saturday, Sunday, and Holidays) 53 Contract No.: #18-J-01 18-J-02 18-J-03 Agreement 00 52 13-3 JOB ORDER CONTRACT 1 2 3 5. County / State-funded Projects in Secure Facilities Normal Working Hours (7:00am 4 to 5:00pm Monday through Friday) 5 6 7 8 6. County / State-funded Projects in Secure Facilities Other Than Normal Working 9 Hours (5:00pm to 7:00am Monday through Friday, and all day Saturday, Sunday, 10 and Holidays) 11 12 13 ARTICLE V. TERM: The Term of the Job Order Contract shall be for one (1) year, or 14 when issued Work Orders totaling the Maximum Contract Value have been completed, 15 whichever occurs first. All Work Orders shall be issued, but not necessarily completed 16 within one calendar year after the commencement date of this Agreement. 17 18 19 ARTICLE VI. The Contractor and the Owner agree that changes in this Agreement shall 20 become effective only when written in the form of an amendment approved and signed 21 by the Owner and the Contractor. 22 23 The Contractor and the Owner agree that the Owner shall have the right to request any 24 alterations, deviations, reductions or additions to the Detailed Scope of Work of the 25 individual Work Orders or specifications or any of them, and the amount of the cost 26 thereof shall be handled by issuance of a Supplemental Work Order. 27 28 This contract shall be deemed completed when the work of all individual Work Orders is 29 finished in accordance with all Contract Documents as amended by such changes. No 30 such change or modification shall release or exonerate any surety upon any guaranty or 31 bond given in connection with this contract. 32 33 34 ARTICLE VII. In the event of a dispute between the Owner or Project Manager and the 35 Contractor as to an interpretation of any of the specifications or as to the quality of 36 sufficiency of material or workmanship, the decision of the Project Manager shall for the 37 time being prevail and the Contractor, without delaying the job, shall proceed as directed 38 by the Project Manager without prejudice to a final determination by negotiation, 39 arbitration by mutual consent or litigation and should the Contractor be finally determined 40 to be either wholly or partially correct, the Owner shall reimburse him for any added costs 41 he may have incurred by reason of work done or material supplied beyond the terms of 42 the contract as a result of complying with the Project Manager's directions as aforesaid. 43 In the event the Contractor shall neglect to prosecute the work properly or fail to perform 44 any provisions of this contract, the Owner, after three days' written notice to the 45 Contractor, may, without prejudice to any other remedy it may have, make good such 46 deficiencies and may deduct the cost thereof from the payment then or thereafter due to 47 the Contractor, subject to final settlement between the parties as in this paragraph 48 hereinabove provided. 49 50 51 52 Contract No.: #18-J-01 18-J-02 18-J-03 Agreement 00 52 13-4 JOB ORDER CONTRACT ARTICLE VIII. TERMINATION: If the Contractor should be adjudged a bankrupt, or if 1 he should make a general assignment for the benefit of his creditors, or if a receiver 2 should be appointed on account of his insolvency, or if he or any of his subcontractors 3 should persistently violate any of the provisions of the contract, or if he should 4 persistently or repeatedly refuse or should fail, except in cases for which extension of 5 time is provided, to supply enough properly skilled workmen or proper material, or if he 6 should fail to make prompt payment to subcontractors or for material or labor or 7 persistently disregard laws, ordinances or the instructions of the Project Manager, then 8 the Owner may, upon the certificate of the Project Manager, when sufficient cause exists 9 to justify such action, serve written notice upon the Contractor and his surety of its 10 intention to terminate the contract, such notice to contain the reasons for such intention 11 to terminate the contract, and unless within five days after the serving of such notice, 12 such violations shall cease and satisfactory arrangements for correction thereof be 13 made, the contract shall, upon the expiration of said five days, cease and terminate. 14 15 In the event of any such termination, the Owner shall immediately serve written notice 16 thereof upon the surety and the Contractor, and the surety shall have the right to take 17 over and perform the contract, provided, however, that if the surety within ten (10) days 18 after the serving upon it of notice of termination does not give the Owner written notice 19 of its intention to take over and perform the contract or does not commence performance 20 thereof within the ten (10) days stated above from the date of the serving of such notice, 21 the Owner may take over the work and prosecute the same to completion by contract or 22 by any other method it may deem advisable for the account and at the expense of the 23 Contractor, and the Contractor and his surety shall be liable to the Owner for any excess 24 cost occasioned the Owner thereby, and in such event the Owner may without liability 25 for so doing, take possession of and utilize in completing the work, such materials, 26 appliances, plant and other property belonging to the Contractor as may be on the site 27 or the work and necessary therefore. In such case, the Contractor shall not be entitled 28 to receive any further payment until the work is finished. 29 30 If the unpaid balance of the contract price shall exceed the expense of finishing the work, 31 including compensation for additional managerial and administrative services, such 32 excess shall be paid to the Contractor. If such expense shall exceed such unpaid 33 balance, the Contractor shall pay the difference to the Owner. The expense incurred by 34 the Owner as herein provided, and damage incurred through the Contractor's default, 35 shall be certified by the Project Manager. 36 37 38 ARTICLE IX. The Contractor and his subcontractors shall comply with Sections 1770 39 1780 of the California Labor Code and the provisions of Sections 2.52 and 2.55 of the 40 General Conditions concerning the payment of wages to all workers and mechanics, 41 and the employment and payment of apprentices by the Contractor or any subcontractor 42 for all work performed under this Agreement. 43 44 45 ARTICLE X. The Contractor and his subcontractors shall comply with Sections 1810 to 46 1815 of the California Labor Code and the provisions of Section 2.51 of the General 47 Conditions, concerning hours of work and payment of overtime compensation for all 48 work performed under this Agreement. 49 50 51 ARTICLE XI. INDEMNIFICATION: To the fullest extent permitted by law, Contractor 52 53 Contract No.: #18-J-01 18-J-02 18-J-03 Agreement 00 52 13-5 JOB ORDER CONTRACT County and its officers, agents and employees, and the Project Manager and their 1 respective officers, agents and employees, from any and all costs and expenses, 2 attorney fees and court costs, damages, liabilities, claims and losses occurring or 3 resulting to County, or the Project Manager in connection with the performance, or failure 4 to perform, by Contractor, its officers, agents or employees under this Agreement, and 5 from any and all costs and expenses, attorney fees and court costs, damages, liabilities, 6 claims and losses occurring or resulting to any person, firm or corporation who may be 7 injured or damaged by the performance, or failure to perform, of Contractor, its officers, 8 agents or employees under this Agreement. In addition, Contractor agrees to indemnify 9 County for Federal, State of California and/or local audit exceptions resulting from non-10 compliance herein on the part of Contractor. 11 12 In any and all claims against the County, the Project Manager, or any of their respective 13 officers, agents or employees, initiated by any employee of the Contractor, any 14 Subcontractor, anyone directly or indirectly employed by any of them or anyone for 15 whose acts any of them may be liable, the indemnification obligation set forth in the 16 immediately preceding paragraph shall not be limited in any way by any limitation on the 17 amount or type of damages, compensation or benefits payable by or for the Contractor 18 19 employee benefit acts. 20 21 22 ARTICLE XII. INSURANCE: 23 from Contractor or any third parties, Contractor, at its sole expense, in accordance with 24 the provisions of Section 2.40 of the General Conditions, shall maintain in full force and 25 effect the following insurance policies throughout the term of this Agreement, excepting 26 only those policies for which a longer term is specified: 27 28 29 A. Commercial General Liability Insurance, with scope and amount of coverage 30 as specified in Section 2.40 E.2 of the General Conditions. 31 32 B. Automobile Liability Insurance, with scope and amount of coverage as specified in 33 Section 2.40 E.2 of the General Conditions. 34 35 C. Professional Liability Insurance, with scope and amount of coverage as specified in 36 Section 2.40 E.3 of the General Conditions. 37 38 D. Worker's Compensation Insurance, with scope and amount of coverage as 39 specified in Section 2.40 E. 4 of the General Conditions. 40 41 The Certificate of Insurance shall be issued in triplicate, to the COUNTY OF FRESNO, 42 and all other participating agencies, whether or not said agencies are named herein, 43 who contribute to the cost of the work or have jurisdiction over areas in which the work 44 is to be performed and all officers and employees of said agencies while acting within 45 the course and scope of their duties and responsibilities. 46 47 48 ARTICLE XIII. MISCELLANEOUS PROVISIONS: 49 50 1. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time 51 during business hours, and as often as the OWNER may deem necessary, make 52 Contract No.: #18-J-01 18-J-02 18-J-03 Agreement 00 52 13-6 JOB ORDER CONTRACT available to the OWNER for examination all of its records and data with respect to the 1 matters covered by this Agreement. The CONTRACTOR shall, upon request by the2 OWNER, permit the OWNER to audit and inspect all of such records and data necessary 3 to ensure CONTRACTOR'S compliance with the terms of this Agreement. 4 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be 5 subject to the examination and audit of the Auditor General for a period of three (3) years 6 after final payment under contract (Government Code Section 8546.7). 7 8 2. INDEPENDENT CONTRACTOR. 9 10 In performance of the work, duties, and obligations assumed by CONTRACTOR 11 under this Agreement, it is mutually understood and agreed that CONTRACTOR, 12 including any and all of CONTRACTOR officers, agents, and employees will at all times 13 be acting and performing as an independent contractor, and shall act in an independent 14 capacity and not as an officer, agent, servant, employee, joint venture, partner, or 15 associate of the OWNER. CONTRACTOR and OWNER shall comply with all applicable 16 provisions of law and the rules and regulations, if any, of governmental authorities having 17 jurisdiction over matters of the subject thereof. Because of its status as an independent 18 contractor, CONTRACTOR shall have absolutely no right to employment rights and 19 CONTRACTOR shall be solely liable and 20 responsible for providing to, or on behalf of, its employees all legally-required employee 21 benefits. In addition, CONTRACTOR shall be solely responsible and save OWNER 22 harmless from all matters related to payment of CONTRACTOR mployees, including 23 compliance with social security, withholding, and all other regulations governing such 24 matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may 25 be providing services to others unrelated to the OWNER or to this Agreement. 26 27 3. DISCLOSURE OF SELF-DEALING TRANSACTIONS 28 29 This provision is only applicable if the CONTRACTOR is operating as a 30 corporation (a for-profit or non-profit corporation) or if during the term of the 31 agreement, the CONTRACTOR changes its status to operate as a corporation. 32 33 -34 dealing transactions that they are a party to while CONTRACTOR is providing 35 goods or performing services under this agreement. A self-dealing transaction 36 shall mean a transaction to which the CONTRACTOR is a party and in which one 37 or more of its directors has a material financial interest. Members of the Board of 38 Directors shall disclose any self-dealing transactions that they are a party to by 39 completing and signing a Self-Dealing Transaction Disclosure Form, attached 40 hereto as Exhibit A and incorporated herein by reference, and submitting it to the 41 OWNER prior to commencing with the self-dealing transaction or immediately 42 thereafter. 43 44 45 ARTICLE XIV. The Contractor represents that he has secured the payment of Workers 46 Compensation in compliance with the provisions of the Labor Code of the State of 47 California and Paragraphs B.3, C.3 and E.4 of Section 2.40 of the General Conditions, 48 and that he will continue so to comply with such statutory and contractual provisions for 49 the duration and entirety of the performance of the work contemplated herein. 50