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SECTION 1300
AGREEMENT
THIS CONTRACT, by and between the CITY OF CATHEDRAL CITY, a municipal corporation, herein
referred to as"City,"and GRANITE CONSTRUCTION COMPANY,herein referred to as,"Contractor."
WITNESSETH:
In consideration of their mutual covenants,the parties hereto agree as follows:
1. Contractor shall furnish all necessary labor, material, equipment, transportation and services for
BID NO. B14-156E COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) FUND PROJECT NO.
1019, SOUTH CITY STREET IMPROVEMENTS, in the City of Cathedral City, California pursuant to the
Invitation to Bid, dated May 1, 2014, and Contractor's Bid, dated May 27, 2014, all of which documents shall be
considered a part hereof as though fully set herein.
Should any provisions of Contractor's Bid be in conflict with the Notice Inviting Bids,
Specifications, or this Contract, then the provisions of said Contract, Specifications, and Invitation to Bid shall be
controlling, in that order of precedence. The time frame for construction work shall be in accordance with that
specified in the Invitation to Bid.
2. Contractor shall comply with all Federal, State, County, and Cathedral City Municipal Code,
which are,as amended from time to time,incorporated herein by reference.
3. All work shall be done in a manner satisfactory to the City Engineer and Project Manager.
4. Contractor shall commence work after the issuance of a written Notice to Proceed and agrees to
have all work completed within the specified 20 working days completion time period.
5. In consideration of said work,City agrees to pay Contractor such sums as shall be approved by the
City Engineer and Project Manager at lump sums and/or unit prices stated in the Contractor's Bid, the base
consideration Five Hundred Thirty Four Thousand Five Hundred Twenty Dollars($534,520.00). All payments
shall be subject to approval by the City Engineer and Project Manager and shall be in accordance with the terms,
conditions,and procedures provided in the Specifications.
6. The Contractor shall not knowingly pay less than the general prevailing rate for per diem wages,
as determined by the State of California Department of Industrial Relations and referred to in the Invitation to Bid,
to any workman employed for the work to be performed under this contract; and the Contractor shall forfeit as a
penalty to the City the sum of Twenty-Five Dollars ($25.00) for each calendar day, or fraction thereof, for such
workman paid by him or by any subcontractor under him in violation of this provision(Sections 1770-1777,Labor
Code of California).
7. Concurrently with the execution of this Contract, Contractor shall furnish bonds of a surety
satisfactory to City, as provided in said Specifications or Invitation to Bid, the cost of which shall be paid by
Contractor.
8. Contractor agrees to indemnify, hold harmless, release and defend (even if the allegations are
false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council, its Board of
Directors, and each member thereof, and its officers, employees, commission members and representatives, from
any and all liability,loss,suits,claims,damages, costs,judgments and expenses(including attorney's fees and costs
of litigation)which in whole or in part are claimed to result from or to arise out of the usage or operation,including
the malfunctioning of, or, any injury caused by, any product purchased herein; or any acts, errors or omissions
(including,without limitation,professional negligence)of Contractor,its employees,representatives,subcontractors,
or agents in connection with the performance of this Contract.
Agreement 1300-1
This agreement to indemnify includes, but is not limited to, personal injury(including death at any time)
and damage to property (including, but without limitation, contract or tort or patent, copyright, trade secret or
trademark infringement) sustained by any person or persons (including, but not limited to, companies, or
corporations,Contractor and its employees or agents,and members of the general public).
9. Except as otherwise required, Contractor shall concurrently with the execution of this contract,
furnish the City satisfactory evidence of insurance of the kinds and in the amounts provided in said Specifications.
This insurance shall be kept in full force and effect by Contractor during this entire contract and all premiums
thereon shall be promptly paid by it. Each policy shall further state that it cannot be canceled without 30 days
unconditional written notice to the City and shall name the City as additional insured. Contractor shall furnish
evidence of having in effect, and shall maintain, Workers Compensation Insurance coverage of not less than the
statutory amount or otherwise show a certificate of self-insurance, in accordance with the Workers Compensation
laws of the State of California. Failure to maintain the required amounts and types of coverage throughout the
duration of this Contract shall constitute a material breach of this Contract.
10. Contractor shall forfeit as a penalty to City $25.00 for each laborer, workman, or mechanic
employed in the execution of this Contract by said Contractor, or any subcontractor under it,upon any of the work
herein mentioned, for each calendar day during which such laborer,workman, or mechanic is required or permitted
to work at other than a rate of pay provided by law for more than 8 hours in any one calendar day and 40 hours in
any one calendar week, in violation of the provisions of Sections 1810-1815 of the Labor Code of the State of
California.
11. In accepting this Contract, Contractor certifies that in the conduct of its business it does not deny
the right of any individual to seek, obtain and hold employment without discrimination because of race,religious
creed,color,national origin,ancestry,physical handicap,medical condition,marital status,sex or age as provided in
the California Fair Employment Practice Act (Government Code Sections 12900, et seq.) Contractor agrees that a
finding by the State Fair Employment Practices Commission that Contractor has engaged during the term of this
Contract in any unlawful employment practice shall be deemed a breach of this Contract and Contractor shall pay to
City$500.00 liquidated damages for each such breach committed under this contract.
12. Contractor also agrees that for contracts in excess of$30,000 and more than 20 calendar days
duration, that apprentices will be employed without discrimination in an approved program in a ratio established in
the apprenticeship standards of the craft involved (Sections 1777.5 and 1777.6, Labor Code of California).
Contractors who willfully fail to comply will be denied the right to bid on public projects for a period of six months
in addition to other penalties provided by law.
13. This Contract shall not be assignable by Contractor without the written consent of City.
14. Contractor shall notify the City Engineer and Project Manager (in writing) forthwith when the
Contract is deemed completed.
15. In accepting this Contract,Contractor certifies that no member or officer of the firm or corporation
is an officer or employee of the City except to the extent permitted by law.
16. Contractor certifies that it is the holder of any necessary California State Contractor's License and
authorized to undertake the above work.
17. The City, or its authorized auditors or representatives, shall have access to and the right to audit
and reproduce any of the Contractor records to the extent the City deems necessary to insure it is receiving all
money to which it is entitled under the contract and/or is paying only the amounts to which Contractor is properly
entitled under the Contract or for other purposes relating to the Contract.
18. The Contractor shall maintain and preserve all such records for a period of at least four years after
expiration of the term of the agreement.
Agreement 1300-2
19. The Contractor shall maintain all such records in the City of Cathedral City. If not,the Contractor
shall,upon request,promptly deliver the records to the City or reimburse the City for all reasonable and extra costs
incurred in conducting the audit at a location other than at City offices including,but not limited to,such additional
(out of the City)expenses for personnel,salaries,private auditors,travel,lodging,meals and overhead.
20. The further terms, conditions, and covenants of the Contract are set forth in the Contract
Documents,each of which is by this reference made a part hereof.
21. Special Federal Requirements
A. Contractor and Owner do hereby acknowledge that this project will be fully funded with Community
Development Block Grant (CDBG) funds [24 CFR 570] and is therefore subject to applicable Federal
procurement,labor,environmental,equal opportunity,and other regulations.
B. Contractor shall maintain and keep books and records on a current basis, recording all transactions
pertaining to this agreement in a form in accordance with generally acceptable accounting principles. Said
books and records shall be made available to the County, the State of California, the Federal government,
and to any authorized representative thereof for the purposes of audit at all reasonable times and
places. All such books and records shall be retained for such periods of time as required by law,provided,
however,notwithstanding any shorter periods of retention,all books,records,and supporting detail shall be
retained for a period of at least four(4)years after the expiration of the term of this Agreement.
C. Contractor shall comply with the Davis-Bacon Fair Labor Standards Act (40 USC a-276, a-5) and the
implementation regulations thereof. Contractor shall comply with the U.S. Department of Housing and
Urban Development's Federal Labor Standards Provisions (HUD 4010).Contractor acknowledges that the
applicable Wage Determination for this project is the most recent Federal Prevailing Wage Decision in
effect for Riverside County less than 10 day prior to the bid opening.
D. Section 3 Compliance:The Contractor hereby acknowledges that this federally-funded project is subject to
Section 3 of the Housing and Urban Development Act of 1968[12 U.S.C. 1701u and 24 CFR Part 135] and
agrees to the following:
a) The work to be performed under this contract is subject to the requirements of Section 3 of the
Housing and Urban Development Act of 1968,as amended, 12 U.S.C. 1701u(Section 3).The purpose
of Section 3 is to ensure that employment and other economic opportunities generated by HUD
assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be
directed to low- and very low-income persons, particularly persons who are recipients of HUD
assistance for housing.
b) The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which
implement Section 3. As evidenced by their execution of this contract, the parties to this contract
certify that they are under no contractual or other impediment that would prevent them from
complying with the Part 135 regulations.
c) The contractor agrees to send to each labor organization or representative of workers with which the
contractor has a collective bargaining agreement or other understanding, if any, a notice advising the
labor organization or workers' representative of the contractor's commitments under this Section 3
clause,and will post copies of the notice in conspicuous places at the work site where both employees
and applicants for training and employment positions can see the notice. The notice shall describe the
Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of
apprenticeship and training positions, the qualifications for each; and the name and location of the
person(s)taking applications for each of the positions;and the anticipated date the work shall begin.
d) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with
regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable
provision of the subcontract or in this Section 3 clause, upon a fmding that the subcontractor is in
violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any
Agreement 1300-3
subcontractor where the contractor has notice or knowledge that the subcontractor has been found in
violation of the regulations in 24 CFR Part 135.
e) The contractor will certify that any vacant employment positions,including training positions,that are
filled(1)after the contractor is selected but before the contract is executed,and(2)with persons other
than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be
directed,were not filled to circumvent the contractor's obligations under 24 CFR Part 135.
f) Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions,termination of this
contract for default,and debarment or suspension from future HUD assisted contracts.
g) With respect to work performed in connection with Section 3 covered Indian housing assistance,
Section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also
applies to the work to be performed under this contract. Section 7(b)requires that to the greatest extent
feasible(i)preference and opportunities for training and employment shall be given to Indians,and(ii)
preference in the award of contracts and subcontracts shall be given to Indian organizations and
Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of
Section 3 and Section 7(b)agree to comply with Section 3 to the maximum extent feasible,but not in
derogation of compliance with Section7(b).
22. Contractor shall hold the City of Cathedral City, its officers, agents and employees free and
harmless from any liability whatsoever, including wrongful death, based or asserted upon any act or omission of
principal,its officers,agents,employees or Sub-Contractors relating to or in any way connected with or arising from
the accomplishment of the work,whether or not such acts or omissions were in furtherance of the work required by
the Contract Documents and agrees to defend at his expense, including attorney fees,Owner,City of Cathedral City,
its officers,agents,employees and Independent Architect in any legal action based on any alleged acts or omissions.
23. The Federal minimum wage rate requirements,as predetermined by the Secretary of Labor,are set
forth in the books issued for bidding purposes, referred to herein as Project Bid Documents (Special Federal
Provisions), and in copies of this book which may be examined at the office described above where the project
plans, special provisions, and proposal forms may be seen. Addenda to modify the minimum wage rates, if
necessary,will be issued to holders of the Project Bid Documents.
24. If at any time the Contractor is determined to be in material breach of the Contract,notice thereof
in writing will be served upon the Contractor and its sureties,and should the Contractor neglect or refuse to provide
means for a satisfactory compliance with the Contract, as directed by the City Engineer, and Project Manager,
within the time specified in such notice,the City shall have the authority to terminate the operation of the Contract.
Upon such termination, the Contractor shall discontinue the Work, or such parts of it as the City may designate.
Upon such termination, the Contractor's control shall terminate and thereupon the City or its fully authorized
representative may take possession of all or any part of the Contractor's materials,tools, equipment, and appliances
upon the premises and use the same for the purposes of completing the Work and hire such force and buy or rent
such additional machinery, tools, appliances, and equipment, and buy such additional materials and supplies at the
Contractor's expense as may be necessary for the proper conduct of the Work and for the completion thereof; or the
City may employ other parties to carry the Contract to completion, employ the necessary workers, substitute other
machinery or materials and purchase the materials contracted for, in such manner as the City may deem proper; or
the City may annul and cancel the Contract and relet the Work or any part thereof. Any excess of cost arising
therefrom over and above the Contract price will be charged against the Contractor and its sureties, who will be
liable therefore.
In the event of such termination,all monies due the Contractor or retained under the terms of this Contract shall be
held by the City in an escrow account. However,such holdings shall not release the Contractor or its sureties from
liability for failure to fulfill the Contract. Any excess cost over and above the Contract Amount incurred by the City
arising from the termination of the operations of the Contract and the completion of the Work by the City as above
provided shall be paid for by any available funds in the escrow account. The Contractor will be so credited with any
surplus remaining after all just claims for such completion have been paid.
Agreement 1300-4
IN WITNESS WHEREOF,the parties have executed this Agreement as of the dates stated below.
"CITY"
CITY OF CATHEDRAL CITY,
a California Municipal Corporation
tdo'/a a L Da ted: '//
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Charles P.McClendon,City Manager
ATTEST:
Dated:
Gary F. :owe i,City Cler 7
APPROVED AS TO FORM:
Dated: I 1 • `
City Attorney
I,��illiltt��
"CONTRACTOR" �Q'
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_ �+ SEAL -
Dated: 10 Ii 4 // By: �
Na :psi I S 1,') GL, b-e'SCt V 10 0 , ..,ar
Title: ,,,sOttoI��*`,`
ice President
Dated: Ni A By: N/g
Name:
Title:
"CONTRACTOR"
(If corporation,affix seal)
Agreement 1300-5
GRANITE CONSTRUCTION COMPANY
CERTIFICATE OF SECRETARY
I, Richard A. Watts, Secretary of GRANITE CONSTRUCTION COMPANY, a
California corporation (the "Company"), do hereby certify that the following is a true and correct
copy of resolutions duly adopted on June 4, 2014 by a Unanimous Written Consent of the Board
of Directors in accordance with the provisions of Article III, Section 9 of the Bylaws of the
Company; that the Directors acting were duly and regularly elected; and that the resolutions
adopted have not been repealed and are still in full force and effect:
AUTHORIZATION TO EXECUTE DOCUMENTS AND AGREEMENTS
RESOLVED, that the below listed officers are authorized to execute and deliver on behalf
of the Company all documents, agreements and undertakings required in connection with
construction contract formation and operations of the Company:
James H. Roberts President&Chief Executive Officer
Laurel J. Krzeminski Senior Vice President, Chief Financial Officer&Assistant Secretary
Thomas S. Case Senior Vice President, Operations Services Manager&Assistant Secretary
Philip M. DeCocco Senior Vice President of Human Resources &Assistant Secretary
Michael F. Donnino Senior Vice President, Group Manager&Assistant Secretary
Martin P. Matheson Senior Vice President, Group Manager&Assistant Secretary
James D. Richards Senior Vice President, Group Manager&Assistant Secretary
Richard A. Watts Senior Vice President, General Counsel, Corporate Compliance Officer&
Secretary
Jigisha Desai Vice President of Corporate Finance, Treasurer, Assistant Financial Officer&
Assistant Secretary
Bradley G. Graham Vice President, Controller, Assistant Financial Officer&Assistant Secretary
Kent H. Marshall Vice President and Director, Public Private Partnerships &Assistant Secretary
Nicholas B. Blackburn Director of Corporate Taxation &Assistant Secretary
RESOLVED FURTHER, that the authority provided for herein shall be in accordance with
applicable policies,procedures and limits of authority previously approved and the Granite
Construction Incorporated Delegation of Authority and Policy then in effect.
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L SHARED COD ALL CORP Corporate 09-0127 Certificates of Secretary ActioosCertificates-U WCs Cents for GCCO 06.14.Final.doc
AUTHORIZATION TO ATTEST DOCUMENTS AND AGREEMENTS
RESOLVED, that the below listed officers are authorized to attest documents, agreements
and undertakings required in connection with construction contract formation and operations of
the Company:
James H. Roberts President & Chief Executive Officer
Laurel J. Krzeminski Senior Vice President, Chief Financial Officer&Assistant Secretary
Thomas S. Case Senior Vice President, Operations Services Manager&Assistant Secretary
Philip M. DeCocco Senior Vice President of Human Resources &Assistant Secretary
Michael F. Donnino Senior Vice President, Group Manager& Assistant Secretary
Martin P. Matheson Senior Vice President, Group Manager&Assistant Secretary
James D. Richards Senior Vice President, Group Manager&Assistant Secretary
Richard A. Watts Senior Vice President, General Counsel, Corporate Compliance Officer&
Secretary
Jigisha Desai Vice President of Corporate Finance, Treasurer, Assistant Financial Officer&
Assistant Secretary
Kent H. Marshall Vice President and Director, Public Private Partnerships &Assistant Secretary
Bradley G. Graham Vice President, Controller, Assistant Financial Officer&Assistant Secretary
Nicholas B. Blackburn Director of Corporate Taxation &Assistant Secretary
Kenneth M. Smith Group Counsel &Assistant Secretary
Jason M. Jasper Group Counsel &Assistant Secretary
Heather J. Lenhardt Group Counsel &Assistant Secretary
Dated: June 4, 2014 IiZtC
Richard A. Watts
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1:SHARED COU ALL CORP Corporate 09-0027 Certificates of Secretary Actions-Cmificales-UWCs Call for GCCO.06.10.Fmal doc