HomeMy WebLinkAboutGhilotti Construction Company, Inc. 2017-12-05Cpu- No . I_1 too l�8
DOCUMENT 00520
AGREEMENT
THIS AGREEMENT is by and between the City of Ukiah (Owner) and GHILOTTI
CONSTRUCTION COMPANY, INC. (Contractor).
Owner and Contractor hereby agree as follows:
ARTICLE 1 -WORK
1.01 Contractor shall complete all Work as specified or indicated in the Contract Documents,
ARTICLE 2 - THE PROJECT
2.01 The Project, of which the Work under the Contract Documents is a part, is generally
described as follows.
2.02 Construction of a recycled water system that includes a recycled water storage pond, a
recycled water pump station, and a recycled water pipeline.
ARTICLE 3 - ENGINEER
3.01 The Project has been designed by Carollo Engineers, Inc.
3.02 The Owner has retained Carollo Engineers, Inc. ("Engineer") to act as Owner's
representative, assume all duties and responsibilities, and have the rights and authority
August 2017 00520-1 8660A10
pw //CarollolDocuments/ClienVCA/Ukiah/8660A10/Specifications/00520 (BldSet)
assigned to Engineer in the Contract Documents in connection with the completion of
the Work in accordance with the Contract Documents.
ARTICLE 4 - CONTRACT TIMES
4.01 Time of the essence:
A. All time limits for Milestones, if any, Substantial Completion, and completion and
readiness for final payment as stated in the Contract Documents are of the essence
of the Contract.
4.02 Contract Times: Dates:
A. The Work will be substantially completed on or before November 30, 2018 and
completed and ready for final payment in accordance with paragraph 15.06 of the
General Conditions on or before December 31, 2018.
4.03 Liquidated damages:
A. Contractor and Owner recognize that time is of the essence as stated in t above and
that Owner will suffer financial and other losses if the Work is not completed and
Milestones not achieved within the times specified in Paragraph 4.02 above, plus any
extensions thereof allowed in accordance with the Contract. The parties also
recognize the delays, expense, and difficulties involved in proving in a legal or
arbitration proceeding the actual loss suffered by Owner if the Work is not completed
on time. Accordingly, instead of requiring any such proof, Owner and Contractor
agree that as liquidated damages for delay (but not as a penalty):
1. Substantial Completion: Contractor shall pay Owner $5,000 for each day that
expires after the time (as duly adjusted pursuant to the Contract) specified in this
Agreement for Substantial Completion until the Work is substantially complete.
2. Completion of Remaining Work: After substantial completion, if Contractor shall
neglect, refuse, or fail to complete the remaining Work within the Contract Time
(as duly adjusted pursuant to the Contract) for completion and readiness for final
payment, Contractor shall pay Owner $5,000 for each day that expires after such
time until the Work is completed and ready for final payment.
3. Liquidated damages for failing to timely attain Substantial Completion and final
completion are not additive and will not be imposed concurrently.
4.04 Special Damages:
A. In addition to the amount provided for liquidated damages, Contractor shall
reimburse Owner:
1. For any fines or penalties imposed on Owner as a direct result of the Contractor's
failure to attain Substantial Completion according to the Contract Times.
2. For the actual costs reasonably incurred by Owner for engineering, construction
observation, inspection, and administrative services needed after the time
specified in this Agreement for Substantial Completion (as duly adjusted
pursuant to the Contract), until the Work is substantially complete.
B. After Contractor achieves Substantial Completion, if Contractor shall neglect, refuse,
or fail to complete the remaining Work within the Contract Times, Contractor shall
reimburse Owner for the actual costs reasonably incurred by Owner for engineering,
August 2017 00520-2 8660A10
pw:'Carollo Documents2keruGNlJkiah'8660AlO/Specifications,�00b2U (BidSep
construction observation, inspection, and administrative services needed after the
time specified in this Agreement for Work to be completed and ready for final
payment (as duly adjusted pursuant to the Contract), until the Work is completed and
ready for final payment.
ARTICLE 5 - CONTRACT PRICE
5.01 Owner shall pay Contractor for completion of the Work in accordance with the Contract
Documents the amounts that follow, subject to adjustment under the Contract:
A. For all Unit Price Work, an amount equal to the sum of the extended prices
(established for each separately identified item of Unit Price Work by multiplying the
unit price times the actual quantity of that item):
Total of Base Bid Less Total of Deduct Bid (subject to final Unit Price adjustment)
$22,357,358.00
B. For all Work, at the prices stated by Contractor's Bid, Document 00410 - Bid Form is
attached hereto as an exhibit.
ARTICLE 6 - PAYMENT PROCEDURES
6.01 Submittal and processing of payments:
A. Contractor shall submit Applications for Payment in accordance with Article 15 of the
General Conditions. Applications for Payment will be processed by Engineer as
provided in the General Conditions.
6.02 Progress payments, retainage:
A. Pursuant to Section 20104.50 of California Public Contract Code, Owner shall make
progress payments on account of the Contract Price on the basis of Contractor's
Applications for Payment within 30 days after receipt during performance of the Work
as provided in paragraphs below, provided that such Applications for Payment have
been submitted in a timely manner and otherwise meet the requirements of the
Contract. All such payments will be measured by the Schedule of Values established
as provided in the General Conditions (and in the case of Unit Price Work based on
the number of units completed) or, in the event there is no Schedule of Values, as
provided elsewhere in the Contract:
1. Pursuant to Section 22300 of California Public Contract Code, Contractor has the
option to deposit securities with an Escrow Agent as a substitute for retention of
earnings required to be withheld by Owner. For Escrow Agreement see
Document 00602B Agreement §22300.
2. Prior to Substantial Completion, progress payments will be made in an amount
equal to the percentage indicated below but, in each case, less the aggregate of
payments previously made and less such amounts as Owner may withhold,
including but not limited to liquidated damages, in accordance with the Contract:
a. 95 percent of Work completed (with the balance being retainage), pursuant to
California Public Contract Code §7201. If the Work has been 50 percent
completed as determined by Engineer, and if the character and progress of
the Work have been satisfactory to Owner and Engineer, then as long as the
August 2017 00520-3 8660A10
pw nCarollo/Doc,ments/CllenUCA/Ukiah/8660A10/Specifications/00520 (Bid Set)
character and progress of the Work remain satisfactory to Owner and
Engineer, there will be no additional retainage.
3. Upon Substantial Completion, Owner shall pay an amount sufficient to increase
total payments to Contractor to 95 percent of the Work completed, less such
amounts set off by Owner pursuant to Paragraph 15.01 of the General
Conditions.
6.03 Final Payment:
A. Upon final completion and acceptance of the Work, in accordance with paragraph
15.06 of the General Conditions, Owner shall pay the remainder of the Contract
Price as recommended by Engineer.
ARTICLE 7 - INTEREST
7.01 All amounts not paid when due shall bear interest at the legal rate unless otherwise
specified according to California law.
ARTICLE 8 - CONTRACTOR'S REPRESENTATIONS
8.01 In order to induce Owner to enter into this Agreement, Contractor makes the following
representations:
A. Contractor has examined and carefully studied the Contract Documents and any
data and reference items identified in the Bidding Documents.
B. Contractor has visited the Site, conducted a thorough, alert visual examination of the
Site and adjacent areas, and become familiar with and is satisfied as to the general,
local, and Site conditions that may affect cost, progress, and performance of the
Work.
C. Contractor is familiar with and is satisfied as to all federal, state, and local Laws and
Regulations that may affect cost, progress, and performance of the Work.
D. Contractor has carefully studied all:
1. Reports of explorations and tests of subsurface conditions at or adjacent to the
Site and all drawings of physical conditions in or relating to existing surface or
subsurface structures at the Site that have been identified in the Supplementary
Conditions, especially with respect to Technical Data in such reports and
drawings.
2. Reports and drawings relating to Hazardous Environmental Condition, if any, at
or adjacent to the Site which has been identified in the Supplementary Conditions
especially with respect to Technical Data in such reports and drawings.
E. Contractor has considered the information known to Contractor itself; information
commonly known to contractors doing business in the locality of the Site; information
and observations obtained from visits to the Site; the Contract Documents, and the
August 2017 00520-4 8660A10
pw //Carol lo'Documents/ClienGCA/Ukiah/8660A10/Specifications/00520 (BldSet)
Site -related reports and drawings identified in the Contract Documents, with respect
to the effect of such information, observations, and documents on:
1. The cost, progress, and performance of the Work.
2. The means, methods, techniques, sequences, and procedures of construction to
be employed by Contractor.
3. Contractor's safety precautions and programs.
F. Based on the information and observations referred to in the preceding paragraph,
Contractor agrees that no further examinations, investigations, explorations, tests,
studies, or data are necessary for the performance of the Work at the Contract Price,
within the Contract Times, and in accordance with the other terms and conditions of
the Contract.
G. Contractor is aware of the general nature of work to be performed by Owner and
others at the Site that relates to the Work as indicated in the Contract Documents,
H. Contractor has given Engineer written notice of all conflicts, errors, ambiguities, or
discrepancies that Contractor has discovered in the Contract Documents, and the
written resolution thereof by Engineer is acceptable to Contractor.
I The Contract Documents are generally sufficient to indicate and convey
understanding of all terms and conditions for performance and furnishing of the
Work.
J. Contractor's entry into this Contract constitutes an incontrovertible representation by
Contractor that without exception, all prices in the Agreement are premised upon
performing and furnishing the Work required by the Contract Documents.
ARTICLE 9 - CONTRACT DOCUMENTS
9.01 Contents:
A. The Contract Documents consist of the following:
1. Document 00520 - Agreement.
2. Document 00612 - Performance Bond.
3. Document 00614 - Payment Bond.
4. Document 00618 - Guaranty Bond.
5. Document 00700 - General Conditions.
6. Document 00800 - Supplementary Conditions.
7. Specifications as listed in the table of contents of the Project Manual.
8. Drawings as listed on the sheet index.
9. Addenda (numbers 1 to 6 , inclusive).
10. Exhibits to this Agreement (enumerated as follows):
a. Document 00410 - Bid Form completed by the Contractor.
b. Document 00451A - Construction Contractor's Qualification Statement.
c. Document 00602B - Escrow Agreement for Security Deposits in Lieu of
Retention.
11, The following which may be delivered or issued on or after the Effective Date of
the Agreement and are not attached hereto:
August 2017 00520-5 8660A10
pw:UCarollo/Documents/client/CA/Ukiah/8660A10/Specifications/00520 (BidSet)
a. Document 00550 -Notice to Proceed.
b. Field Orders.
c. Work Change Directives.
d. Change Orders.
B. There are no Contract Documents other than those listed in this Document.
C. The Contract Documents may only be amended, modified, or supplemented as
provided in paragraph 3.04 of the General Conditions.
ARTICLE 10 - MISCELLANEOUS
10.01 Terms:
A. Terms used in this Agreement will have the meanings indicated in the General
Conditions and the Supplementary Conditions.
10.02 Assignment of Contract:
A. No assignment by a party hereto of any rights under or interests in the Contract will
be binding on another party hereto without the written consent of the party sought to
be bound; and, specifically but without limitation, money that may become due and
money that is 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, no assignment will release
or discharge the assignor from any duty or responsibility under the Contract
Documents.
10.03 Successors and Assigns:
A. Owner and Contractor each binds itself, its successors, assigns, and legal
representatives to the other party hereto, its successors, assigns, and legal
representatives in respect to all covenants, agreements, and obligations contained in
the Contract Documents.
10.04 Severability:
A. Any provision or part of the Contract Documents held to be void or unenforceable
under any Law or Regulation shall be deemed stricken, and all remaining provisions
shall continue to be valid and binding upon Owner and Contractor, who agree that
the Contract Documents shall be reformed to replace such stricken provision or part
thereof with a valid and enforceable provision that comes as close as possible to
expressing the intention of the stricken provision.
10.05 Contractor's Certifications:
A. Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or
coercive practices in competing for or in executing the Contract:
1. "Corrupt practice" means the offering, giving, receiving, or soliciting of anything of
value likely to influence the action of a public official in the bidding process or in
the Contract execution.
2. "Fraudulent practice" means an intentional misrepresentation of facts made:
August 2017 00520-6 8660A10
pwdCarollolDocuments/ClienUCA/Ukiah/8660A10/Specifications/00520 (BidSet)
a. To influence the bidding process or the execution of the Contract to the
detriment of Owner.
b. To establish Bid or Contract prices at artificial non-competitive levels.
c. To deprive Owner of the benefits of free and open competition.
3. "Collusive practice" means a scheme or arrangement between 2 or more
Bidders, with or without the knowledge of Owner, a purpose of which is to
establish Bid prices at artificial, non-competitive levels.
4. "Coercive practice" means harming or threatening to harm, directly or indirectly,
persons or their property to influence their participation in the bidding process or
affect the execution of the Contract.
10.06 In accordance with Section 1775, California Labor Code, Contractor shall forfeit to
Owner, as a penalty, not more than $50 for each calendar day, or portion thereof, for
each worker paid, either by Contractor or any subcontractor, less than the prevailing
rates as determined by the Director of California Department of Industrial Relations for
the Work.
10.07 In the performance of the Work, a day's work shall be 8 hours of labor in any workday
and 40 hours in any work week and any other work as required by Section 510,
California Labor Code, and Contractor shall further conform to the requirements of
Section 1813, California Labor Code, or forfeit to Owner, as a penalty, the sum of $25 for
each worker employed in the execution of the Work by Contractor or any subcontractor,
for each day during which any worker is required or permitted to labor more than 8 hours
in any workday or more than 40 hours in any 1 calendar week in violation of Section 510.
10.08 Contractor shall carry workers' compensation insurance and require subcontractors to
carry workers' compensation insurance as required by Section 3700, California Labor
Code.
10.09 Pursuant to California Labor Code Section 6705, excavation of any trench or trenches 5
feet or more in depth, involving estimated expenditures in excess of $25,000 shall
require, in advance of excavation, a detailed plan showing the design of shoring,
bracing, sloping or other provisions to be made for worker protection prepared by a
registered civil or structural engineer.
10.10 Contractor registration:
A. Project is subject to compliance monitoring and enforcement by the California
Department of Industrial Relations (DIR).
10.11 Pursuant to Section 1770 et seq., California Labor Code, the successful Bidder shall pay
not less than the prevailing rate of per diem wages as determined by the Director of
California Department of Industrial Relations. A copy of such prevailing rate is on file at
the offices of the City of Ukiah, which copy will be made available for examination during
business hours to any party on request.
10.12 Contractor, by signing this Agreement, certifies the following: "I am aware of the
provisions of Section 3700 of the Labor Code which require every employer to be
insured against liability for workers' compensation or to undertake self-insurance in
accordance with the provisions of that code, and I will comply with such provisions
before commencing the performance of the Work of this Contract."
August 2017 00520-7 8660A10
pw:UCamllo!Doc.iments/Client/CA/Ukiah/8660A10/Specifications/00520 (BidSet)
10. 13 Nothing in this Agreement shall prevent Contractor or any Subcontractor from employing
properly registered apprentices in the execution of the Agreement. Contractor shall have
responsibility for compliance with California Labor Code Section 1777.5 for all
apprenticeable occupations.
10.14 Other Provisions:
A. Owner stipulates that if the General Conditions that are made a part of this Contract
are based on EJCDCO C-700, Standard General Conditions for the Construction
Contract, published by the Engineers Joint Contract Documents Committee0, and if
Owner is the party that has furnished said General Conditions, then Owner has
plainly shown all modifications to the standard wording of such published document
to the Contractor, in the Supplementary Conditions.
August 2017 00520-8 8660A10
pw //CarollolDocumems/Client/CA/Ukiah/8660A10/Specifications/00520 (BidSet)
IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement. In duplicate. One
counterpart each has been delivered to Owner and Contractor. All portions of the Contract
Documents have been signed or identified by Owner and Contractor or on their behalf.
This Agreement will be effective on - 20 (which is the Effective
Date of the Agreement).
Owner:
CITY OF UKIAH
By:
Title: Cl Y MANA' ER
I I..
Attest: L � L L t
Title: CITY CLERK
Address for giving notices:
CITY OF UKIAH
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482
Contractor:
GHILOTTI CO STR 1pN COMPANY, INC.
By:
All Ya General mat yt.
Title:
(If Contractor is a corporation, a partnership,
or a joint venture, attach evidence of authority
to sign.)
Attest: ' Brian Ongaro
Title: ViCE President
Address for giving notices:
License No. i„ J `
(If Owner is a corporation, attach evidence of (Where applicable)
authority to sign. If Owner is a public body,
attach evidence of authority to sign and
resolution or other documents authorizing
execution of this Agreement.)
August 2017 00520-9 8660A10
pw://Carollo/Documents/Client/CA/Ukiah/8660A10/Specifications/00520 (BidSet)
Designated Representative:
Name: MARY HORGER
Title: PROCUREMENT MANAGER
Address: 300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482
Phone: 707-463-6233
Email: mhorger@cityofukiah.com
Agent for service of process:
Designated Representative:
Name:
Title:
Address: ;1 `� ,I,�, (f' �C•, y
C
- Z"Z
Phone:
END OF DOCUMENT
August 2017 00520-10 8660A10
pw,//Carollo/Documents/Client/CA/Ukiah/8660A10/Specifications/00520 (BidSet)
SECTION 00629
AMERICAN IRON AND STEEL REQUIREMENT ACKNOWLEDGEMENT
UKIAH RECYCLED WATER PROJECT
The Contractor acknowledges to and for the benefit of the City of Ukiah ("Purchaser") and the
State Water Resources Control Board (the "State") that it understands the goods and services
under this Agreement are being funded with monies made available by the Clean Water State
Revolving Fund and/or Drinking Water State Revolving Fund that have statutory requirements
commonly known as "American Iron and Steel;" that requires all of the iron and steel products
used in the project to be produced in the United States ("American Iron and Steel Requirement")
including iron and steel products provided by the Contactor pursuant to this Agreement. The
Contractor hereby represents and warrants to and for the benefit of the Purchaser and the State
that (a) the Contractor has reviewed and understands the American Iron and Steel Requirement
(EPA Memo dated March 20, 2014) (attached as Appendix 1), (b) all of the iron and steel
products used in the project will be and/or have been produced in the United States in a manner
that complies with the American Iron and Steel Requirement, unless a waiver of the requirement
is approved, and (c) the Contractor will provide any further verified information, certification or
assurance of compliance with this paragraph, or information necessary to support a waiver of
the American Iron and Steel Requirement, as may be requested by the Purchaser or the State.
Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph
by the Contractor shall permit the Purchaser or State to recover as damages against the
Contractor any loss, expense, or cost (including without limitation attorney's fees) incurred by
the Purchaser or State resulting from any such failure (including without limitation any
impairment or loss of funding, whether in whole or in part, from the State or any damages owed
to the State by the Purchaser). While the Contractor has no direct contractual privity with the
State, as a lender to the Purchaser for the funding of its project, the Purchaser and the
Contractor agree that the State is a third -party beneficiary and neither this paragraph (nor any
other provision of this Agreepent cessary to give this paragraph force or effect) shall be
amended or waived withouVthe�ig44ritten consent of the State.
Signed:
Name:
Ali Yazdi Gene+'a I
Organization:
Title:
Address: �f
Telephone:(,
'Y'
August 2017 00629-1 8660A10
pw://Carollo/Documents/ClienUCA/Ukiah/6660A10/Specifications/00629 (BidSet)
APPENDIX 1
AMERICAN IRON AND STEEL REQUIREMENT
END OF DOCUMENT
August 2017 00629-2 8660A10
pw,//Carollo/Documents/Client/CA/Ukiah/8660A10/Specifications/00629 (BidSet)
CONSTRUCTION
•COMPANY•
Corporate Resolution to Execute Contracts
Resolved that this Corporation, Ghilotti Construction Company, hereby approves and
appoints Richard W. Ghilotti, President of Ghilotti Construction Company, Brian
Ongaro, Vice President of Ghilotti Construction Company, Ali Yazdi, VP, General
Manager of Ghilotti Construction Company, and Stacy L. Magill, Secretary of Ghilotti
Construction Company for the purpose of executing in the name of this corporation, all
bid documents, contract documents and contract bonds.
Resolved further, that any and all actions taken by Richard W. Ghilotti, Brian Ongaro,
Ali Yazdi and Stacy L. Magill in executing said bid documents, contract documents,
contract bonds and any other required documents be, and they hereby are, ratified and
approved, and all such Contracts and bonds and documents are hereby adopted as binding
obligations of this corporation.
I, Stacy L. Magill, Secretary of Ghilotti Construction Company, a corporation
incorporated under the laws of the State of California, do hereby certify that the
foregoing is a full, true and correct copy of resolutions of the Board of Directors of the
said corporation, duly and regularly passed and adopted at a special meeting of the Board
of Directors of the said corporation which was duly and regularly called and held in all
respects as required by law, and by the bylaws of the said corporation, at the office
thereof on the 21St day of August, 2001, at which special meeting a majority of the board
of Directors of the said corporations was present and voted in favor of said resolutions.
IN WITNESS WHEREOF, I have hereto set my hand as such Secretary and affixed the
corporate seal of the said corporation, this 13t" day of September, 2017.
oLI,�J
Stacy L. Mag'
Secretary
Engineering Contractor —
246 GHILOTTI AVENUE • SANTA ROSA, CA 95407 • 707-585-1221 • FAX: 707-585-0129
www.ghilofti.com
STATE CONTRACTORS LICENSE#644515