Walsh Construction Company of Illinois
SECTION 00500 - AGREEMENT
THIS AGREEMENT is dated as of the -,e~ day of ,.~U~+ in the year 19'2.. by
and between the SOUTH COUNTY REGIONAL WASTEWATER AUTHORITY, a California
Joint Exercise of Powers Authority organized and created pursuant to the laws of the State of
California (hereinafter called OWNER) and WALSH CONSTRUCTION COMPANY OF
ILLINOIS, an Illinois corporation (dba WALSH PACIFIC CONSTRUCTION) (hereinafter called
CONTRACTOR).
OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth,
agree as follows:
ARTICLE 1. WORK.
CONTRACTOR shall complete the WORK as specified or indicated under the Bid Schedule(s)
of the OWNER's Contract Documents entitled "Wastewater Treatment Plant - Phase J.
ARTICLE 2. CONTRACT TIME.
The WORK shall be completed by the CONTRACTOR in accordance with the Contract
Documents within 730 successive calendar days from the commencement date stated in the
Notice to Proceed. In addition, the CONTRACTOR shall complete specified "milestone" portions of the
WORK, within the time periods specified in and in accordance with Section 01010.
ARTICLE 3. LIQUIDATED DAMAGES.
The OWNER and the CONTRACTOR recognize that the OWNER will suffer substantial
damages and significant financial loss as a result of the CONTRACTOR's delays in performance
described in this Article 3 below. The OWNER and the CONTRACTOR hereby acknowledge
and agree that the damages and financial loss sustained as a result of any such delays in
performance will be extremely difficult and impracticable to ascertain. Therefore, the OWNER and
the CONTRACTOR hereby agree that in the event of such delays in performance described
below, the OWNER shall be entitled to compensation by way of liquidated damages (and not as
penalty) for the detriment resulting therefrom. The OWNER and the CONTRACTOR further
agree that the following amounts are a reasonable estimate of the OWNER's damages and
financial loss in the event of any such delays in performance considering all of the circumstances
existing as of the date of this Agreement, including the relationship of such amounts to the range
of harm to the OWNER which reasonably could be anticipated as of the date of this Agreement
and the expectation that proof of actual damages would be extremely difficult and impracticable.
As liquidated damages for the CONTRACTOR's delay in completing the WORK within the
Contract Time (as the same may be extended in accordance with Article 12 of the General
Conditions), the CONTRACTOR shall pay to the OWNER $7,200.00 for each day during
which completion of the WORK is delayed beyond the Contract Time.
Further, as liquidated damages for CONTRACTOR's delay in submitting its Schedule of Values,
its CPM Schedules, or its Record Drawings, the CONTRACTOR shall pay the OWNER
$1,000.00 for each day that expires after the time specified in Section 01300, 01301, and 01311
of the General requirements that the applicable submittal is not made, but in no event more than
$50,000.00 for each submittal.
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AGREEMENT
PAGE 00500-1
. .
Further, as liquidated damages for CONTRACTOR's delay in completing the "Administration
Building Area" site preparation work for Partial Utilization by OWNER and subsequent work by
others, in accordance with Section 01010, the CONTRACTOR shall pay the OWNER $1,000.00
for each day that expires after the time specified in Section 01010 until completion thereof is
ach ieved.
Further, as liquidated damages for CONTRACTOR's delay in completing the "Tertiary Facilities
Area" site preparation work for Partial Utilization by OWNER and subsequent work by others, in
accordance with Section 01010, the CONTRACTOR shall pay the OWNER $7,200.00 for each
day that expires after the time specified in Section 01010 until completion thereof is achieved.
Further, as liquidated damages for CONTRACTOR's delay in completing the "Temporary
Septage Holding Pond" for Partial Utilization by OWNER, in accordance with Section 01010, the
CONTRACTOR shall pay the OWNER $500.00 for each day that expires after the time
specified in Section 01010 until completion thereof is achieved.
By initialing this paragraph below, the parties hereto signify their approval and consent to the
terms of this icle 3.
u
CONTRACTOR'S INITIALS
ARTICLE 4. CONTRACT PRICE.
The OWNER shall pay the CONTRACTOR for the CONTRACTOR's performance of the
WORK in accordance with the Contract Documents the sum of Twenty-eight Million Eight
Hundred and Forty Thousand Dollars ($28,840,000.00) ("Contract Price"), subject to additions
and deductions as provided in the Contract Documents. OWN ER shall pay CONTRACTOR
the Contract Price for completion of the WORK in accordance with the Contract Documents in
current funds. It is understood and agreed by OWNER and CONTRACTOR that the Contract
Documents call for a stipulated sum and that under no circumstances other than a Change Order
issued in accordance with the Contract Documents which increases the scope of the WORK will
the amount payable to CONTRACTOR exceed the Contract Price. A Change Order which only
changes the Contract Time (and not the scope of the WORK) shall in no event increase the
Contract Price to be paid to Contractor under this Agreement. Notwithstanding the foregoing,
nothing contained in this Article 4 shall be construed to relieve the OWNER from liability for it's
active negligence. In addition, this Article 4 shall be subject to California Public Contract Code,
Section 7102.
ARTICLE 5. PAYMENT PROCEDURES.
CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the
General Conditions. Applications for Payment will be processed by ENGINEER as provided in
the General Conditions.
ARTICLE 6. CONTRACT DOCU MENTS.
The Contract Documents which comprise the entire agreement between OWNER and
CONTRACTOR concerning the WORK consist of this Agreement (pages 00500-1 to 00500-3,
inclusive) and the following attachments to this Agreement all of which are hereby incorporated
into this Agreement by reference with the same force and effect as if set forth in full.
o Notice Inviting Bids (pages 00030-1 to 00030-2., inclusive).
o Instructions to Bidders (pages 00100-1 to 00100-.6., inclusive).
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AGREEMENT
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o Bid Forms including the Bid, Bid Schedule(s), Information Required of Bidder, Bid Bond,
and all required certificates and affidavits (pages 00300-1 to 00300-13., inclusive).
o Performance Bond (pages 00610-1, inclusive).
o Payment Bond (pages 00620-1 to 00620-g, inclusive).
o General Conditions (pages 00700-1 to 00700-36., inclusive).
o Supplementary General Conditions (pages 00800-1 to 00800-1, inclusive) including
California State Requirements (pages 00800CA-1 to 00800CA-~, inclusive).
o Technical Specifications consisting of Divisions 1 to 16, inclusive, and Sections 01010 to
16950, inclusive, as listed in the Table of Contents.
o Drawings consisting of 321 sheets, as listed in the Drawings.
o Addenda numbers ~, inclusive.
o Change Orders which may be delivered or issued after Effective Date of the Agreement
and are not attached hereto.
There are no Contract Documents other than those listed in this Article 6. The Contract
Documents may only be amended by Change Order as provided in Paragraph 3.3 of the
General Conditions.
ARTICLE 7. MISCEllANEOUS.
Terms used in this Agreement which are defined in Article 1 of the General Conditions will have
the meanings indicated in the General Conditions.
CONTRACTOR shall not assign any rights, obligations. duties or responsibilities under or
interest in the Contract Documents without the prior written consent of the OWNER, which
consent may be withheld by the OWNER in its sole discretion. No assignment by the
CONTRACTOR of any rights obligations, duties. responsibilities under or interests in the
Contract Documents will be binding on the OWNER without the prior written consent of the
OWNER (which consent may be withheld in OWNER's sole discretion).; and specifically but
without limitation monies that may become due and monies that are due may not be assigned
without such consent (except to the extent that the effect of this restriction may be limited by
law), and unless specifically stated to the contrary in any written consent to an assignment,
executed by the OWNER, no assignment will release or discharge the assignor from any liability,
duty, obligation, or responsibility under the Contract Documents.
The Contract Documents shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns. Nothing contained in the Contract Documents shall
in any way constitute a personal obligation of or impose any personal liability on any
employees, officers, directors, agents or representatives of the OWNER or its successor and
assigns.
Notwithstanding anything contained in the Contract Documents to the contrary, the term
"OWNER" as used therein shall mean the South County Regional Wastewater Authority, and
any references therein to the Cities of Gilroy and Morgan Hill shall be deemed to be a reference to
the South County Regional Wastewater Authority.
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PAGE 00500-3
. .
IN WITNESS WHEREOF, OWNER and CONTRACTOR have caused this Agreement to be
executed the day and year first above written.
OWNER: SOUTH COUNTY REGIONAL
WASTEWATER AUTHORITY. a California
Joint Exercise of Powers Authority
organized and created pursuant to the
laws of the State of California.
By
Attest:
Address for giving notices:
City of Gilroy
7351 Rosanna Street
Gilroy. CA 95020-2409
Attn: City Administrator
Designated Representative for Notices:
City Administrator for City of Gilroy
APpr~!Q:m:~
(Signature)
Linda Callon. General Counsel
(Title)
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CONTRACTOR: WALSH CONSTRUCTION
COMPANY OF ILLINOIS. an Illinois
corporation (dba WALSH PACIFIC
CONSTRUCTION)
Attest:
[CORPORATE SEAL]
License No. 457120
Address for giving notices:
Walsh Pacific Construction
7<)1 FORm Strppt, Sl1; tp 700
Monterey. CA Q1Q40
Attn: Len.T. Vetrone, D;v; 1':; on MRnRger
Designated Representative for Notices:
Len J. Vetrone, Division Manager
Agent for service of process:
Len J. Vetrone. Division Manager
AGREEMENT
PAGE 00500-4