This document is a MODIFIED version of EJCDC® C‑520, Copyright© 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. All rights reserved. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.
Agreement Between Owner and Contractor
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pw://Carollo/Documents/CA/Pacifica/201447-100000/04 Design/04 Specs/Carollo/00_52_00 (FS-100) DOCUMENT 00_52_00
AGREEMENT BETWEEN OWNER AND CONTRACTOR
This Agreement is by and between the City of Pacifica (“Owner”) and _____________________ (“Contractor”).
Terms used in this Agreement have the meanings stated in the General Conditions.
Owner and Contractor hereby agree as follows:
ARTICLE 1 — WORK
1.01 Contractor shall complete Work as specified or indicated in the Contract Documents. the Work is generally described as follows: UV Disinfection System Replacement Project.
ARTICLE 2 — THE PROJECT
2.01 The Project, of which the Work under the Contract Documents is a part, is generally described as follows: The work required to remove and replace the existing UV disinfection equipment. The project requires continuous UV disinfection to be accomplished by pumping filtered water from the below grade filter/UV structure to above grade temporary UV disinfection channels. The bypass system is necessary to modify the existing UV channel to accommodate the new system and to create two redundant UV channels from the existing single channel.
ARTICLE 3 — ENGINEER
3.01 The part of the Project that pertains to the Work has been designed by Carollo Engineers, Inc.
3.02 The Owner will retain a Construction Manager (“Construction Manager” or “CM”) to act as Owner’s representative, assume duties and responsibilities of Engineer, and have the rights and authority assigned to Engineer in the contract.
ARTICLE 4 — CONTRACT TIMES
4.01 Time is 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 complete by October 15, 2025, and completed and ready for final payment in accordance with the General Conditions by January 13, 2026.
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4.03 Milestones:
A. Parts of the Work must be substantially completed on or before the following Milestone(s):
1. Milestone 1 – Long-lead submittals, number of days after the date when the Contract Times commence to run as provided in the General Conditions as described below:
a. Temporary power equipment and control panels for temporary bypass system, 60 days.
b. Trojan temporary UV system (in progress, but will require final coordination), 120 days.
c. GLASCO temporary UV system, 120 days.
d. Bypass pumps and system configuration, 120 days.
2. Milestone 2 – Completion of the new conduit and ductbank routing, 10/30/2024.
3. Milestone 3 – Successfully complete bypass startup and testing, 4/15/2025.
4. Milestone 4 – Begin permanent system startup testing, 9/15/2025.
4.04 Liquidated damages:
A. Contractor and Owner recognize that time is of the essence as stated above and that Owner will suffer financial and other losses if the Work is not completed and Milestones not achieved within the Contract Times, as duly modified. 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 $2,000 for each day that expires after the time (as duly adjusted pursuant to the Contract) specified above 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 Times (as duly adjusted pursuant to the Contract) for completion and readiness for final payment, Contractor shall pay Owner $500 for each day that expires after such time until the Work is completed and ready for final payment.
3. Milestones: Contractor shall pay Owner $500 for each day that expires after the time (as duly adjusted pursuant to the Contract) specified above for achievement of Milestone 1, until Milestone 1 is achieved, or until the time specified for Substantial Completion is reached, at which time the rate for Substantial Completion will apply, rather than the Milestone rate.
4. Milestones: Contractor shall pay Owner $500 for each day that expires after the time (as duly adjusted pursuant to the Contract) specified above for achievement of Milestone 2, until Milestone 2 is achieved, or until the time specified for Substantial Completion is reached, at which time the rate for Substantial Completion will apply, rather than the Milestone rate.
5. Milestones: Contractor shall pay Owner $1,000 for each day that expires after the time (as duly adjusted pursuant to the Contract) specified above for achievement of Milestone 3, until Milestone 3 is achieved, or until the time specified for Substantial Completion is reached, at which time the rate for Substantial Completion will apply, rather than the Milestone rate.
6. Milestones: Contractor shall pay Owner $1,500 for each day that expires after the time (as duly adjusted pursuant to the Contract) specified above for achievement of Milestone 4, until Milestone 4 is achieved, or until the time Agreement Between Owner and Contractor
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pw://Carollo/Documents/CA/Pacifica/201447-100000/04 Design/04 Specs/Carollo/00_52_00 (FS-100) specified for Substantial Completion is reached, at which time the rate for Substantial Completion will apply, rather than the Milestone rate.
7. Liquidated damages for failing to timely attain Milestones, Substantial Completion, and final completion are not additive, and will not be imposed concurrently.
8. If Owner recovers liquidated damages for a delay in completion by Contractor, then such liquidated damages are Owner’s sole and exclusive remedy for such delay, and Owner is precluded from recovering any other damages, whether actual, direct, excess, or consequential, for such delay, except for special damages (if any) specified in this Agreement.
4.05 Special damages:
A. The special damages imposed in this paragraph are supplemental to any liquidated damages for delayed completion established in this Agreement.
B. Contractor shall reimburse Owner for:
1. 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, and
2. The actual costs reasonably incurred by Owner for engineering, construction observation, inspection, and administrative services needed after the time specified for Substantial Completion (as duly adjusted pursuant to the Contract), until the Work is substantially complete.
C. 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, construction observation, inspection, and administrative services needed after the time specified 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 will pay Contractor for completion of the Work in accordance with the Contract Documents, the amounts that follow, subject to adjustment under the Contract:
A. Total of Lump Sum Amount $_______________________________.
B. For Work, at the prices stated in Contractor’s Bid, 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 the General Conditions.
6.02 Progress Payments; Retainage:
A. Owner will make progress payments on the basis of Contractor’s Applications for Payment on or about the 5th day of each month during performance of the Work as Agreement Between Owner and Contractor
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pw://Carollo/Documents/CA/Pacifica/201447-100000/04 Design/04 Specs/Carollo/00_52_00 (FS-100) provided in below, provided that such Applications for Payment have been submitted in a timely manner and otherwise meet the requirements of the Contract.
1. 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. If 50 percent or more of the Work has been 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 character and progress of the Work remain satisfactory to Owner and Engineer, there will be no additional retainage.
b. 95 percent of cost of materials and equipment not incorporated in the Work (with the balance being retainage).
c. In accordance with California Public Contract Code, Section 7201, 95 percent of the value of the Work completed (with the balance being retainage).
d. In accordance with California Public Contract Code, Section 7201, 95 percent of cost of materials and equipment not incorporated in the Work (with the balance being retainage).
B. Upon Substantial Completion, Owner will pay an amount sufficient to increase total payments to Contractor to 100 percent of the Work completed, less such amounts set off by Owner pursuant to the General Conditions, and less 200 percent of Engineer’s estimate of the value of Work to be completed or corrected as shown on the punch list of items to be completed or corrected prior to final payment.
6.03 Final payment:
A. Upon final completion and acceptance of the Work, Owner will pay the remainder of the Contract Price in accordance with the General Conditions.
6.04 Consent of surety:
A. Owner will not make final payment or return or release retainage at Substantial Completion or any other time, unless Contractor submits written consent of the surety to such payment, return, or release.
6.05 Interest:
A. All amounts not paid when due will bear interest at the legal rate unless otherwise specified according to California law.
ARTICLE 7 — CONTRACT DOCUMENTS
7.01 Contents:
A. The Contract Documents consist of the following:
1. This Agreement.
2. Bonds:
a. Document 00_61_10 - Performance Bond (together with power of attorney).
b. Document 00_61_15 - Payment Bond (together with power of attorney). c. Public Works Bond.
3. Document 00_72_00 - General Conditions.
4. Document 00_73_00 - Supplementary Conditions.
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5. Specifications as listed in the table of contents of the project manual.
6. Drawings listed on the sheet index.
7. Addenda (numbers ______ to ______, inclusive).
8. Exhibits to this Agreement (enumerated as follows):
a. Document 00_43_36 - Proposed Subcontractors Form.
b. Document 00_45_14.01 - Qualification Statement.
c. Document 00_45_19 - Non-Collusion Declaration.
d. Document 00_54_01 - Escrow Agreement for Security Deposits in Lieu of Retention.
e. Exhibit A - Successful Bidder's Bid Form.
9. The following which may be delivered or issued on or after the Effective Date of the Contract and are not attached hereto:
a. Document 00_55_00 - Notice to Proceed.
b. Document 00_94_22 - Field Orders.
c. Document 00_94_20 - Work Change Directives.
d. Document 00_94_21 - Change Orders.
10. The assignment of a procurement contract, previously entered into by Owner (as “Buyer”) with a manufacturer or distributor (as “Seller”) for the direct purchase of goods (most commonly equipment) and related special services:
a. Document 00_54_34 - Assignment of Procurement Contract. b. Document 00_60_09 - Surety's Agreement to Assignment.
11. The Contract Documents listed above are attached to this Agreement (except as expressly noted otherwise above).
B. There are no Contract Documents other than those listed above.
C. The Contract Documents may only be amended, modified, or supplemented as provided in the Contract.
ARTICLE 8 — REPRESENTATIONS, CERTIFICATIONS, AND STIPULATIONS
8.01 Contractor’s representations:
A. In order to induce Owner to enter into this Contract, Contractor makes the following representations:
1. Contractor has examined and carefully studied the Contract Documents, including Addenda.
2. Contractor has visited the Site, conducted a thorough visual examination of the Site and adjacent areas, and become familiar with the general, local, and Site conditions that may affect cost, progress, and performance of the Work.
3. Contractor is familiar with Laws and Regulations that may affect cost, progress, and performance of the Work.
4. Contractor has carefully studied the drawings of physical conditions relating to existing surface or subsurface structures at the Site that have been identified in the General Conditions.
5. 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 Technical Data identified in the General Conditions or by definition, with respect to the effect of such information, observations, and Technical Data on:
a. the cost, progress, and performance of the Work;
Agreement Between Owner and Contractor
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pw://Carollo/Documents/CA/Pacifica/201447-100000/04 Design/04 Specs/Carollo/00_52_00 (FS-100) b. the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor; and
c. Contractor’s safety precautions and programs.
6. 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.
7. 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.
8. Contractor has given Engineer written notice of conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and of discrepancies between Site conditions and the Contract Documents, and the written resolution thereof by Engineer is acceptable to Contractor.
9. The Contract Documents are generally sufficient to indicate and convey understanding of terms and conditions for performance and furnishing of the Work.
10. Contractor’s entry into this Contract constitutes an incontrovertible representation by Contractor that without exception prices in the Agreement are premised upon performing and furnishing the Work required by the Contract Documents.
8.02 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. For the purposes of this paragraph:
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 (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 noncompetitive levels, or (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; and
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.
This document is a MODIFIED version of EJCDC® C‑520, Copyright© 2018 by the National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers, or is based in part on excerpts from copyrighted EJCDC documents. All rights reserved. Those portions of the text that originated in copyrighted EJCDC documents remain subject to the copyright.
Agreement Between Owner and Contractor
00_52_00-1 201447 March 2024
pw://Carollo/Documents/CA/Pacifica/201447-100000/04 Design/04 Specs/Carollo/00_52_00 (FS-100)
EXHIBIT A - SUCCESSFUL BIDDER'S BID FORM