17-0516_LAYNE CHRISTIANSEN COMPANY_Construction ContractCITY OF SAN JUAN CAPISTRANO
CONSTRUCTION CONTRACT
WELL REHABILITATION AND EQUIPMENT REPLACEMENT PROJECT
(WELL REHABILITATION AND PUMP WORK)
PARTIES AND DATE.
This Contract is made and entered into this 16th day of May, 2017 by and between the
City of San Juan Capistrano, a public agency and public corporation of the State of California
("City") and Layne Christensen Company, a corporation with its principal place of business at
1717 West Park Avenue, Redlands, CA 92373 ("Contractor"). City and Contractor are
sometimes individually referred to as "Party" and collectively as "Parties" in this Contract.
2. RECITALS.
2.1 Com. City is a public agency organized under the laws of the State of California,
with power to contract for services necessary to achieve its purpose.
2.2 Contractor. Contractor desires to perform and assume responsibility for the
provision of certain construction services required by the City on the terms and conditions set
forth in this Contract. Contractor represents that it is duly licensed and experienced in providing
well rehabilitation and equipment replacement related construction services to public clients,
that it and its employees or subcontractors have all necessary licenses and permits to perform
the services in the State of California, and that it is familiar with the plans of City.
2.3 Project. City desires to engage Contractor to render such services for the Well
Rehabilitation and Equipment Replacement Project ("Project") as set forth in this Contract.
2.4 Protect Documents & Certifications. Contractor has obtained, and delivers
concurrently herewith, a performance bond, a payment bond, and all insurance documentation,
as required by the Contract.
3. TERMS
3.1 Incorporation of Documents. This Contract includes and hereby incorporates in
full by reference the following documents, including all exhibits, drawings, specifications and
documents therein, and attachments and addenda thereto:
• Services/Schedule (Exhibit "A")
• Plans and Specifications (Exhibit "B") (NOT APPLICABLE)
• Special Conditions (Exhibit "C")
0 Contractor's Certificate Regarding Workers' Compensation (Exhibit "D")
• Public Works Contractor Registration Certification (Exhibit "E")
Payment and Performance Bonds (Exhibit "F")
Addenda
• Change Orders executed by the City
• Latest Edition of the Standard Specifications for Public Works
Construction (The Greenbook), Excluding Sections 1-9
• Notice Inviting Bids, if any
• Instructions to Bidders, if any
• Contractor's Bid
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3.2 Contractor's Basic Obli ation° Scope of Work. Contractor promises and agrees,
at its own cost and expense, to furnish to the City all labor, materials, tools, equipment,
services, and incidental and customary work necessary to fully and adequately complete the
Project, including all structures and facilities necessary for the Project or described in the
Contract (hereinafter sometimes referred to as the "Work"), for a Total Contract Price as
specified pursuant to this Contract. All Work shall be subject to, and performed in accordance
with the above referenced documents, as well as the exhibits attached hereto and incorporated
herein by reference. The plans and specifications for the Work are further described in Exhibit
"B" attached hereto and incorporated herein by this reference. Special Conditions, if any,
relating to the Work are described in Exhibit "C" attached hereto and incorporated herein by this
reference.
3.2.1 Chan - e in Scope of Work. Any change in the scope of the Work, method
of performance, nature of materials or price thereof, or any other matter materially affecting the
performance or nature of the Work shall not be paid for or accepted unless such change,
addition or deletion is approved in writing by a valid change order executed by the City. Should
Contractor request a change order due to unforeseen circumstances affecting the performance
of the Work, such request shall be made within five (5) business days of the date such
circumstances are discovered or shall waive its right to request a change order due to such
circumstances. If the Parties cannot agree on any change in price required by such change in
the Work, the City may direct the Contractor to proceed with the performance of the change on
a time and materials basis.
3.2.2 Substitutions/" Or Equal'". Pursuant to Public Contract Code Section
3400(b), the City may make a finding that designates certain products, things, or services by
specific brand or trade name. Unless specifically designated in this Contract, whenever any
material, process, or article is indicated or specified by grade, patent, or proprietary name or by
name of manufacturer, such Specifications shall be deemed to be used for the purpose of
facilitating the description of the material, process or article desired and shall be deemed to be
followed by the words "or equal."
Contractor may, unless otherwise stated, offer for substitution any material,
process or article which shall be substantially equal or better in every respect to that so
indicated or specified in this Contract. However, the City may have adopted certain uniform
standards for certain materials, processes and articles. Contractor shall submit requests,
together with substantiating data, for substitution of any "or equal" material, process or article no
later than thirty-five (35) days after award of the Contract. To facilitate the construction
schedule and sequencing, some requests may need to be submitted before thirty-five (35) days
after award of Contract. Provisions regarding submission of "or equal" requests shall not in any
way authorize an extension of time for performance of this Contract. If a proposed "or equal"
substitution request is rejected, Contractor shall be responsible for providing the specified
material, process or article. The burden of proof as to the equality of any material, process or
article shall rest with Contractor.
The City has the complete and sole discretion to determine if a material, process
or article is an "or equal" material, process or article that may be substituted. Data required to
substantiate requests for substitutions of an "or equal" material, process or article data shall
include a signed affidavit from Contractor stating that, and describing how, the substituted "or
equal" material, process or article is equivalent to that specified in every way except as listed on
the affidavit. Substantiating data shall include any and all illustrations, specifications, and other
relevant data including catalog information which describes the requested substituted "or equal"
material, process or article, and substantiates that it is an "or equal" to the material, process or
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article. The substantiating data must also include information regarding the durability and
lifecycle cost of the requested substituted "or equal" material, process or article. Failure to
submit all the required substantiating data, including the signed affidavit, to the City in a timely
fashion will result in the rejection of the proposed substitution.
Contractor shall bear all of the City's costs associated with the review of
substitution requests. Contractor shall be responsible for all costs related to a substituted "or
equal" material, process or article. Contractor is directed to the Special Conditions (if any) to
review any findings made pursuant to Public Contract Code section 3400.
3.3 Period of Performance and Liquidated Damages. Contractor shall perform and
complete all Work under this Contract within 45 calendar days, beginning the effective date of
the Notice to Proceed ("Contract Time"). Contractor shall perform its Work in strict accordance
with any completion schedule, construction schedule or project milestones developed by the
City. Such schedules or milestones may be included as part of Exhibits "A" or "B" attached
hereto, or may be provided separately in writing to Contractor. Contractor agrees that if such
Work is not completed within the aforementioned Contract Time and/or pursuant to any such
completion schedule, construction schedule or project milestones developed pursuant to
provisions of the Contract, it is understood, acknowledged and agreed that the City will suffer
damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as
fixed and liquidated damages the sum of One Hundred ($100) per day for each and every
calendar day of delay beyond the Contract Time or beyond any completion schedule,
construction schedule or Project milestones established pursuant to the Contract.
3.4 Standard of Performance; Performance of Employees. Contractor shall perform
all Work under this Contract in a skillful and workmanlike manner, and consistent with the
standards generally recognized as being employed by professionals in the same discipline in
the State of California. Contractor represents and maintains that it is skilled in the professional
calling necessary to perform the Work. Contractor warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Work assigned to them.
Finally, Contractor represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to perform the
Work, including an City Business License, and that such licenses and approvals shall be
maintained throughout the term of this Contract. As provided for in the indemnification
provisions of this Contract, Contractor shall perform, at its own cost and expense and without
reimbursement from the City, any work necessary to correct errors or omissions which are
caused by Contractor's failure to comply with the standard of care provided for herein. Any
employee who is determined by the City to be uncooperative, incompetent, a threat to the safety
of persons or the Work, or any employee who fails or refuses to perform the Work in a manner
acceptable to the City, shall be promptly removed from the Project by Contractor and shall not
be re-employed on the Work.
3.5 Control and Payment of Subordinates-, Contractual Relationship. City retains
Contractor on an independent contractor basis and Contractor is not an employee of City. Any
additional personnel performing the work governed by this Contract on behalf of Contractor shall
at all times be under Contractor's exclusive direction and control. Contractor shall pay all
wages, salaries, and other amounts due such personnel in connection with their performance
under this Contract and as required by law. Contractor shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.
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3.6 City's Basic Obligation. tion. City agrees to engage and does hereby engage
Contractor as an independent contractor to furnish all materials and to perform all Work
according to the terms and conditions herein contained for the sum set forth above. Except as
otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the
satisfactory performance by Contractor of the services and obligations required by this Contract,
the below -referenced compensation in accordance with compensation provisions set forth in the
Contract.
3.7 Compensation and Payment.
3.7.1 Amount of Compensation. As consideration for performance of the Work
required herein, City agrees to pay Contractor the Total Contract Price of Ninety Nine
Thousand, Six Hundred Twenty Three Dollars and Forty Six Cents ($99,623.46) ("Total Contract
Price") provided that such amount shall be subject to adjustment pursuant to the applicable
terms of this Contract or written change orders approved and signed in advance by the City.
3.7.2 Payment of Compensation. If the Work is scheduled for completion in
thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon
completion and approval by City of the Work. If the Work is scheduled for completion in more
than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for
herein. On or before the fifth (5th) day of each month, Contractor shall submit to the City an
itemized application for payment in the format supplied by the City indicating the amount of
Work completed since commencement of the Work or since the last progress payment. These
applications shall be supported by evidence which is required by this Contract and such other
documentation as the City may require. The Contractor shall certify that the Work for which
payment is requested has been done and that the materials listed are stored where indicated.
Contractor may be required to furnish a detailed schedule of values upon request of the City
and in such detail and form as the City shall request, showing the quantities, unit prices,
overhead, profit, and all other expenses involved in order to provide a basis for determining the
amount of progress payments.
3.7.3 Prompt Payment. City shall review and pay all progress payment
requests in accordance with the provisions set forth in Section 20104.50 of the California Public
Contract Code. However, no progress payments will be made for Work not completed in
accordance with this Contract. Contractor shall comply with all applicable laws, rules and
regulations relating to the proper payment of its employees, subcontractors, suppliers or others.
3.7.4 Contract Retentions. From each approved progress estimate, five percent
(5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All
Contract retention shall be released and paid to Contractor and subcontractors pursuant to
California Public Contract Code Section 7107.
3.7.5 Other Retentions. In addition to Contract retentions, the City may deduct
from each progress payment an amount necessary to protect City from loss because of: (1)
liquidated damages which have accrued as of the date of the application for payment; (2) any
sums expended by the City in performing any of Contractor's obligations under the Contract
which Contractor has failed to perform or has performed inadequately; (3) defective Work not
remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be
completed for the unpaid balance of the Total Contract Price or within the scheduled completion
date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from
the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and
sufficient documentation as required by the Contract or by City during the prosecution of the
Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10)
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any sums representing expenses, losses, or damages as determined by the City, incurred by
the City for which Contractor is liable under the Contract; and (11) any other sums which the
City is entitled to recover from Contractor under the terms of the Contract or pursuant to state
law, including Section 1727 of the California Labor Code. The failure by the City to deduct any
of these sums from a progress payment shall not constitute a waiver of the City's right to such
sums.
3.7.6 Substitutions for Contract Retentions. In accordance with California
Public Contract Code Section 22300, the City will permit the substitution of securities for any
monies withheld by the City to ensure performance under the Contract. At the request and
expense of Contractor, securities equivalent to the amount withheld shall be deposited with the
City, or with a state or federally chartered bank in California as the escrow agent, and thereafter
the City shall then pay such monies to Contractor as they come due. Upon satisfactory
completion of the Contract, the securities shall be returned to Contractor. For purposes of this
Section and Section 22300 of the Public Contract Code, the term "satisfactory completion of the
contract" shall mean the time the City has issued written final acceptance of the Work and filed
a Notice of Completion as required by law and provisions of this Contract. Contractor shall be
the beneficial owner of any securities substituted for monies withheld and shall receive any
interest thereon. The escrow agreement used for the purposes of this Section shall be in the
form provided by the City.
3.7.7 Title to Work. As security for partial, progress, or other payments, title to
Work for which such payments are made shall pass to the City at the time of payment. To the
extent that title has not previously been vested in the City by reason of payments, full title shall
pass to the City at delivery of the Work at the destination and time specified in this Contract.
Such transferred title shall in each case be good, free and clear from any and all security
interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge,
hypothecate, or otherwise encumber the items in any manner that would result in any lien,
security interest, charge, or claim upon or against said items. Such transfer of title shall not
imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply
with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to
items.
3.7.8 Labor and Material Releases. Contractor shall furnish City with labor and
material releases from all subcontractors performing work on, or furnishing materials for, the
Work governed by this Contract prior to final payment by City.
3.7.9 Prevailing Wages. Contractor is aware of the requirements of California
Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations,
Title 8, Section 16000 et seq., ("Prevailing Wage Laws"), which require the payment of
prevailing wage rates and the performance of other requirements on "public works" and
"maintenance" projects. Since the Services are being performed as part of an applicable "public
works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total
compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage
Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in
effect at the commencement of this Contract. Contractor shall make copies of the prevailing
rates of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at Contractor's
principal place of business and at the project site. Contractor shall defend, indemnify and hold
the City, its officials, officers, employees and agents free and harmless from any claim or liability
arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor
61147.021 00\14019172.1
and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for
each worker paid less than the prevailing wage rates.
3.7.10Apprenticeable Crafts. When Contractor employs workmen in an
apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of
the California Labor Code with respect to the employment of properly registered apprentices
upon public works. The primary responsibility for compliance with said section for all
apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is
determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit
as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or
such greater amount as provided by law.
3.7.11 Hours of Work. Contractor is advised that eight (8) hours labor
constitutes a legal day's work. Pursuant to Section 1813 of the California Labor Code,
Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted
to work more than eight (8) hours in any one calendar day and forty (40) hours in any one
calendar week, except when payment for overtime is made at not less than one and one-half
(1-1/2) times the basic rate for that worker.
3.7.12 Payroll Records. Contractor and each subcontractor shall keep an
accurate payroll record, showing the name, address, social security number, work classification,
straight time and overtime hours worked each day and week, and the actual per diem wages
paid to each journeyman, apprentice, worker, or other employee employed by him or her in
connection with the public work. The payroll records shall be certified and shall be available for
inspection at all reasonable hours at the principal office of Contractor in the manner provided in
Labor Code section 1776. In the event of noncompliance with the requirements of this section,
Contractor shall have 10 days in which to comply subsequent to receipt of written notice
specifying in what respects such Contractor must comply with this section. Should
noncompliance still be evident after such 10 -day period, Contractor shall, as a penalty to City,
forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until
strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor
Commissioner. A contractor who is found to have violated the provisions of law regarding
wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works
contracts for a period of one to three years as determined by the Labor Commissioner. Upon
the request of the Division of Apprenticeship Standards or the Division of Labor Standards
Enforcement, such penalties shall be withheld from progress payments then due. The
responsibility for compliance with this section is on Contractor.
3.7.13 Contractor and Subcontractor Registration. Pursuant to Labor Code
sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a
bid proposal, or enter into a contract to perform public work must be registered with the
Department of Industrial Relations. No bid will be accepted nor any contract entered into
without proof of the contractor's and subcontractors' current registration with the Department of
Industrial Relations to perform public work. Contractor is directed to review, fill out and execute
the Public Works Contractor Registration Certification attached hereto as Exhibit "E" prior to
contract execution.
3.7.14 Labor Com_pli_-ance. This Project is subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be the Contractor's sole
responsibility to evaluate and pay the cost of complying with all labor compliance requirements
under this Contract and applicable law.
3.8 Performance of Work; Jobsite Obligations.
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3.8.1 Water Quality Management and Compliance.
3.8.1.1 Water Quality Management and Compliance. Contractor
shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance
with all local, state and federal laws, rules and regulations that may impact, or be implicated by
the performance of the Work including, without limitation, all applicable provisions of the Federal
Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter -Cologne Water Quality
Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm
water; and any and all regulations, policies, or permits issued pursuant to any such authority
regulating the discharge of pollutants, as that term is used in the Porter -Cologne Water Quality
Control Act, to any ground or surface water in the State.
3.8.1.2 Compliance with the Statewide Construction General
Permit. Contractor shall comply with all conditions of the most recent iteration of the National
Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated
with Construction Activity, issued by the California State Water Resources Control Board
("Permit"). It shall be Contractor's sole responsibility to file a Notice of Intent and procure
coverage under the Permit for all construction activity which results in the disturbance of more
than one acre of total land area or which is part of a larger common area of development or
sale. Prior to initiating work, Contractor shall be solely responsible for preparing and
implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit.
Contractor shall be responsible for procuring, implementing and complying with the provisions of
the Permit and the SWPPP, including the standard provisions, and monitoring and reporting
requirements as required by the Permit. The Permit requires the SWPPP to be a "living
document" that changes as necessary to meet the conditions and requirements of the job site
as it progresses through difference phases of construction and is subject to different weather
conditions. It shall be Contractor's sole responsibility to update the SWPPP as necessary to
address conditions at the project site.
3.8.1.3 Other Water Quality Rules Regulations and Policies.
Contractor shall comply with the lawful requirements of any applicable municipality, drainage
City, or local agency regarding discharges of storm water to separate storm drain systems or
other watercourses under their jurisdiction, including applicable requirements in municipal storm
water management programs.
3.8.1.4 Cost of Compliance. Storm, surface, nuisance, or other
waters may be encountered at various times during construction of The Work. Therefore, the
Contractor, by submitting a Bid, hereby acknowledges that it has investigated the risk arising
from such waters, has prepared its Bid accordingly, and assumes any and all risks and liabilities
arising therefrom.
3.8.1.5 Liability for Non -Compliance. Failure to comply with the
Permit is a violation of federal and state law. Pursuant to the indemnification provisions of this
Contract, Contractor hereby agrees to defend, indemnify and hold harmless the City and its
directors, officials, officers, employees, volunteers and agents for any alleged violations. In
addition, City may seek damages from Contractor for any delay in completing the Work in
accordance with the Contract, if such delay is caused by or related to Contractor's failure to
comply with the Permit.
3.8.1.6 Reservation of Right to Defend. City reserves the right to
defend any enforcement action brought against the City for Contractor's failure to comply with
the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the
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indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to
reimburse the City for the costs (including the City's attorney's fees) associated with, any
settlement reached between the City and the relevant enforcement entity.
3.8.1.7 Training. In addition to the standard of performance
requirements set forth in paragraph 3.4, Contractor warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Work assigned to them
without impacting water quality in violation of the laws, regulations and policies described in
paragraph 3.8.1. Consultant further warrants that it, its employees and subcontractors will
receive adequate training, as determined by City, regarding the requirements of the laws,
regulations and policies described in paragraph 3.8.1 as they may relate to the Work provided
under this Agreement. Upon request, City will provide the Contractor with a list of training
programs that meet the requirements of this paragraph.
3.8.2 Safety. Contractor shall execute and maintain its work so as to avoid
injury or damage to any person or property. Contractor shall comply with the requirements of
the specifications relating to safety measures applicable in particular operations or kinds of
work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable
local, state and federal laws, rules and regulations, and shall exercise all necessary precautions
for the safety of employees appropriate to the nature of the Work and the conditions under
which the Work is to be performed. Safety precautions as applicable shall include, but shall not
be limited to, adequate life protection and lifesaving equipment; adequate illumination for
underground and night operations; instructions in accident prevention for all employees, such as
machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space
procedures, trenching and shoring, fall protection and other safety devices, equipment and
wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and
adequate facilities for the proper inspection and maintenance of all safety measures.
Furthermore, Contractor shall prominently display the names and telephone numbers of at least
two medical doctors practicing in the vicinity of the Project, as well as the telephone number of
the local ambulance service, adjacent to all telephones at the Project site.
3.8.3 Laws and Regulations. Contractor shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner
affecting the performance of the Contract or the Work, including all Cal/OSHA requirements,
and shall give all notices required by law. Contractor shall be liable for all violations of such
laws and regulations in connection with Work. If Contractor observes that the drawings or
specifications are at variance with any law, rule or regulation, it shall promptly notify the City in
writing. Any necessary changes shall be made by written change order. If Contractor performs
any work knowing it to be contrary to such laws, rules and regulations and without giving written
notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a
public entity of the State of California subject to certain provisions of the Health & Safety Code,
Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and
agreed that all provisions of the law applicable to the public contracts of a municipality are a part
of this Contract to the same extent as though set forth herein and will be complied with.
Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and
agents free and harmless, pursuant to the indemnification provisions of this Contract, from any
claim or liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
3.8.4 Permits and Licenses. Contractor shall be responsible for securing City
permits and licenses necessary to perform the Work described herein, including, but not limited
to, an City Business License. While Contractor will not be charged a fee for any City permits,
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Contractor shall pay the City's applicable business license fee. Any ineligible contractor or
subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on
this Project.
3.8.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the
Work governed by this Contract entails excavation of any trench or trenches five (5) feet or
more in depth, Contractor shall comply with all applicable provisions of the California Labor
Code, including Section 6705. To this end, Contractor shall submit for City's review and
approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to
be made for worker protection from the hazard of caving ground during the excavation of such
trench or trenches. If such plan varies from the shoring system standards, the plan shall be
prepared by a registered civil or structural engineer.
3.8.6 Hazardous Materials and Differing Conditions. As required by California
Public Contract Code Section 7104, if this Contract involves digging trenches or other
excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly,
and prior to disturbance of any conditions, notify City of: (1) any material discovered in
excavation that Contractor believes to be a hazardous waste that is required to be removed to a
Class 1, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site
differing from those indicated by City; and (3) unknown physical conditions of an unusual nature
at the site, significantly different from those ordinarily encountered in such contract work. Upon
notification, City shall promptly investigate the conditions to determine whether a change order
is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled
completion date and shall proceed with all Work to be performed under the Contract, but shall
retain all rights provided by the Contract or by law for making protests and resolving the dispute.
3.8.7 Underground Utility Facilities. To the extent required by Section 4215 of
the California Government Code, City shall compensate Contractor for the costs of: (1) locating
and repairing damage to underground utility facilities not caused by the failure of Contractor to
exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in
the construction drawings; and (3) equipment necessarily idled during such work. Contractor
shall not be assessed liquidated damages for delay caused by failure of City to provide for
removal or relocation of such utility facilities.
3.8.8 Air Quality. Contractor must fully comply with all applicable laws, rules
and regulations in furnishing or using equipment and/or providing services, including, but not
limited to, emissions limits and permitting requirements imposed by the California Air Resources
Board (CARB). Although CARB limits and requirements are more broad, Contractor shall
specifically be aware of their application to "portable equipment", which definition is considered
by CARB to include any item of equipment with a fuel -powered engine. Contractor shall
indemnify City against any fines or penalties imposed by CARB, or any other governmental or
regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its
subcontractors, or others for whom Contractor is responsible under its indemnity obligations
provided for in this Agreement.
3.8.9 State RecVcling Mandates. Contractor shall comply with State
Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be
feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or
recycling.
3.9 Completion of Work. When Contractor determines that it has completed the
Work required herein, Contractor shall so notify City in writing and shall furnish all labor and
material releases required by this Contract. City shall thereupon inspect the Work. If the Work
61147.02100\14019172.1 9
is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions
or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it
has completed the incomplete or unsatisfactory Work, Contractor may request a reinspection by
the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract
Price remaining to be paid, less any amount which City may be authorized or directed by law to
retain. Payment of retention proceeds due to Contractor shall be made in accordance with
Section 7107 of the California Public Contract Code.
3.10 Claims; Government Code Claim Compliance.
3.10.1 Claims of $375,000 or Less. Notwithstanding any other provision herein,
claims of $375,000 or less shall be resolved pursuant to the alternative dispute resolution
procedures set forth in California Public Contract Code §§ 20104, et seg.
3.10.2 Third Party Claims. Pursuant to Public Contract Code Section 9201, the
City shall provide Contractor with timely notification of the receipt of any third -party claim,
relating to the Contract. The City is entitled to recover its reasonable costs incurred in providing
such notification.
3.10.3 Government Code Claims. In addition to any and all contract
requirements pertaining to notices of and requests for compensation or payment for extra work,
disputed work, claims and/or changed conditions, Contractor must comply with the claim
procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against
the City. Such Government Code claims and any subsequent lawsuit based upon the
Government Code claims shall be limited to those matters that remain unresolved after all
procedures pertaining to extra work, disputed work, claims, and/or changed conditions have
been followed by Contractor. If no such Government Code claim is submitted, or if any
prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor
shall be barred from bringing and maintaining a valid lawsuit against the City.
3.11 Loss and Darnage. Except as may otherwise be limited by law, Contractor shall
be responsible for all loss and damage which may arise out of the nature of the Work agreed to
herein, or from the action of the elements, or from any unforeseen difficulties which may arise or
be encountered in the prosecution of the Work until the same is fully completed and accepted
by City. In the event of damage proximately caused by an Act of God, as defined by Section
7105 of the Public Contract Code, the City may terminate this Contract pursuant to Section
3.17.3; provided, however, that the City needs to provide Contractor with only one (1) day
advanced written notice.
3.12 Indemnification.
3.12.1 Scope of Indemnity. To the fullest extent permitted by law,
Contractor shall defend, indemnify and hold the City, its officials, employees, agents and
authorized volunteers free and harmless from any and all claims, demands, causes of action,
suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements,
loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful
death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any
alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers,
employees, subcontractors, consultants or agents in connection with the performance of the
Contractor's services, the Project or this Agreement, including without limitation the payment of
all consequential damages, expert witness fees and attorneys' fees and other related costs and
expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782,
Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury
61147.02100\14019172.1 10
to persons, injury to property, or any other loss, damage or expense arising from the sole or
active negligence or willful misconduct of the City or the City's agents, servants, or independent
contractors who are directly responsible to the City, or for defects in design furnished by those
persons.
3.12.2 Additional Indemnity Obligations. Contractor shall defend, with
counsel of City's choosing and at Contractor's own cost, expense and risk, any and all Claims
covered by this section that may be brought or instituted against City or its officilas, employees,
agents and authorized volunteers. In addition, Contractor shall pay and satisfy any judgment,
award or decree that may be rendered against City or its officials, employees, agents and
authorized volunteers as part of any such claim, suit, action or other proceeding. Contractor
shall also reimburse City for the cost of any settlement paid by City or its officials, employees,
agents and authorized volunteers as part of any such claim, suit, action or other proceeding.
Such reimbursement shall include payment for City's attorney's fees and costs, including expert
witness fees. Contractor shall reimburse City and its officials, employees, agents and
authorized volunteers, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to
indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials,
employees, agents and authorized volunteers.
3.13 Insurance.
3.13.1 Time for Compliance. Contractor shall not commence Work under
this Contract until it has. provided evidence satisfactory to the City that it has secured all
insurance required under this section. In addition, Contractor shall not allow any subcontractor
to commence work on any subcontract until it has provided evidence satisfactory to the City that
the subcontractor has secured all insurance required under this section. Failure to provide and
maintain all required insurance shall be grounds for the City to terminate this Contract for cause.
3.13.2 Minimum Requirements. Contractor shall, at its expense, procure
and maintain for the duration of the Contract insurance against claims for injuries to persons or
damages to property which may arise from or in connection with the performance of the Work
hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor
shall also require all of its subcontractors to procure and maintain the same insurance for the
duration of the Contract. Such insurance shall meet at least the following minimum levels of
coverage:
3.13.2.1 Minimum Scope of Insurance. Coverage shall be at least
as broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 00 01) OR Insurance Services
Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage
for operations of designated contractor); (2) Automobile Liability: Insurance Services Office
Business Auto Coverage form number CA 00 01, code 1 (any auto); and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required by the
State of California and Employer's Liability Insurance. Policies shall not contain exclusions
contrary to this Contract.
3.13.2.2 Minimum Limits of Insurance. Contractor shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence and $2,000,000 aggregate
for bodily injury, personal injury and property damage; (2) Automobile Liability: $1,000,000 per
accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability: Workers' compensation limits as required by the Labor Code of the State of California.
Employer's Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and
61147.0210(1%14019172.1 11
each employee bodily injury or disease. Defense costs shall be available in addition to the
limits. Notwithstanding the minimum limits specified herein, any available coverage shall be
provided to the parties required to be named as additional insureds pursuant to this Contract.
3.13.3 Insurance Endorsements. The insurance policies shall contain the
following provisions, or Contractor shall provide endorsements (amendments) on forms supplied
or approved by the City to add the following provisions to the insurance policies:
3.13.3.1 General Liability. (1) Such policy shall give the City, its
officials, employees, agents and authorized volunteers additional insured status using ISO
endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same
coverage, with respect to the Work or operations performed by or on behalf of Contractor,
including materials, parts or equipment furnished in connection with such work; (2) all policies
shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained
by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to
any person named as an additional insured pursuant to this Contract, and Contractor agrees to
waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance
as respects the City, its officials, employees, agents and authorized volunteers, or if excess,
shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying
coverage. Any insurance or self-insurance maintained by the City, its officials, employees,
agents and authorized volunteers shall be excess of Contractor's insurance and shall not be
called upon to contribute with it.
3.13.3.2 Automobile -Liability. (1) Such policy shall give the City, its
officials, employees, agents and authorized volunteers additional insured status with respect to
the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased,
hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall
waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the
Contractor or any insurer by virtue of payment of any loss or any coverage provided to any
person named as an additional insured pursuant to this Contract, and Contractor agrees to
waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance
as respects the City, its officials, employees, agents and authorized volunteers, or if excess,
shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying
coverage. Any insurance or self-insurance maintained by the City, its officials, employees,
agents and authorized volunteers shall be excess of Contractor's insurance and shall not be
called upon to contribute with it in any way.
3.13.3.3 Workers' Compensation and Employer's Liability
Coveyge. The insurer shall agree to waive all rights of subrogation against the City, its
officials, employees, agents and authorized volunteers for losses paid under the terms of the
insurance policy which arise from work performed by Contractor.
3.13.3.4 All Coverages. Each insurance policy required by this
Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City; and (2) any failure to comply with reporting or other
provisions of the policies, including breaches of warranties, shall not affect coverage provided to
the City, its officials, employees, agents and authorized volunteers.
3.13.4 Separation of Insureds; No Special Limitations. All insurance
required by this Section shall contain standard separation of insureds provisions. In addition,
such insurance shall not contain any special limitations on the scope of protection afforded to
the City, its officials, employees, agents and authorized volunteers.
61147.02100\14019172.1 12
3.13.5 Deductibles and Self -Insurance Retentions. Any deductibles or
self-insured retentions must be declared to and approved by the City. Contractor shall
guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the City, its officials, employees, agents and
authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee
acceptable to the City guaranteeing payment of losses and related investigation costs, claims
and administrative and defense expenses.
3.13.6 Acceptability of Insurers. Insurance is to be placed with insurers
with a current A.M. Best's rating no less than A:VII, licensed to do business in California, and
satisfactory to the City. Exception may be made for the State Compensation Insurance Fund
when not specifically rated.
3.13.7 Verification of Covera e. Contractor shall furnish City with original
certificates of insurance and endorsements effecting coverage required by this Contract on
forms satisfactory to the City. The certificates and endorsements for each insurance policy shall
be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms supplied or approved by the City. All certificates and endorsements must be received and
approved by the City before work commences. The City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
3.13.8 Subcontractors. All subcontractors shall meet the requirements of
this Section before commencing Work. Contractor shall furnish separate certificates and
endorsements for each subcontractor. Subcontractor policies of General Liability insurance
shall name the City, its officials, employees, agents and authorized volunteers as additional
insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All
coverages for subcontractors shall be subject to all of the requirements stated herein except as
otherwise agreed to by the City in writing.
3.13.9 Reporting of Claims. Contractor shall report to the City, in addition
to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with
the Work under this Contract.
3.14 Bond Requirements.
3.14.1 Payment Bond. If required by law or otherwise specifically requested by
City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor shall
execute and provide to City concurrently with this Contract a Payment Bond in an amount
required by the City and in a form provided or approved by the City. If such bond is required, no
payment will be made to Contractor until the bond has been received and approved by the City.
3.14.2 Performance Bond. If specifically requested by City in Exhibit "C"
attached hereto and incorporated herein by reference, Contractor shall execute and provide to
City concurrently with this Contract a Performance Bond in an amount required by the City and
in a form provided or approved by the City. If such bond is required, no payment will be made
to Contractor until the bond has been received and approved by the City.
3.14.3 Bond Provisions. Should, in City's sole opinion, any bond become
insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the
effected bond within (ten) 10 days of receiving notice from City. In the event the surety or
Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written
notice shall be given to the City, and Contractor shall post acceptable replacement bonds at
least ten (10) days prior to expiration of the original bonds. No further payments shall be
61147.02100\14019172.1 13
deemed due or will be made under this Contract until any replacement bonds required by this
Section are accepted by the City. To the extent, if any, that the Total Contract Price is increased
in accordance with the Contract, Contractor shall, upon request of the City, cause the amount of
the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such
increase to the City. If Contractor fails to furnish any required bond, the City may terminate the
Contract for cause.
3.14.4 Surety Qualifications. Only bonds executed by an admitted surety
insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If
a California -admitted surety insurer issuing bonds does not meet these requirements, the
insurer will be considered qualified if it is in conformance with Section 995.660 of the California
Code of Civil Procedure, and proof of such is provided to the City.
3.15 Warranty. Contractor warrants all Work under the Contract (which for purposes
of this Section shall be deemed to include unauthorized work which has not been removed and
any non -conforming materials incorporated into the Work) to be of good quality and free from
any defective or faulty material and workmanship. Contractor agrees that for a period of one
year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty
provided by any manufacturer or supplier of equipment or materials incorporated into the Work,
whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after
being notified in writing by the City of any defect in the Work or non-conformance of the Work to
the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms
of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the
City in response to an emergency. In addition, Contractor shall, at its sole cost and expense,
repair and replace any portions of the Work (or work of other contractors) damaged by its
defective Work or which becomes damaged in the course of repairing or replacing defective
Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work
shall be reinstated for an additional one year period, commencing with the date of acceptance of
such corrected Work. Contractor shall perform such tests as the City may require to verify that
any corrective actions, including, without limitation, redesign, repairs, and replacements comply
with the requirements of the Contract. All costs associated with such corrective actions and
testing, including the removal, replacement, and reinstitution of equipment and materials
necessary to gain access, shall be the sole responsibility of Contractor. All warranties and
guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the
Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of
the City, regardless of whether or not such warranties and guarantees have been transferred or
assigned to the City by separate agreement and Contractor agrees to enforce such warranties
and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform
its obligations under this Section, or under any other warranty or guaranty under this Contract,
to the reasonable satisfaction of the City, the City shall have the right to correct and replace any
defective or non -conforming Work and any work damaged by such work or the replacement or
correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse
the City for any expenses incurred hereunder upon demand.
3.16 Employee/Labor Certifications.
3.16.1 Contractor's Labor Certification. By its signature hereunder, Contractor
certifies that he is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Work. A certification form for this
61147 02100\14019172.1 14
purpose, which is attached to this Contract as Exhibit "D" and incorporated herein by reference,
shall be executed simultaneously with this Contract.
3.16.2 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and that it shall not discriminate against any employee or applicant for
employment because of race, religion, color, national origin, ancestry, sex, age or other
interests protected by the State or Federal Constitutions. Such non-discrimination shall include,
but not be limited to, all activities related to initial employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination.
3.16.3 Verification of Employment Eligibility. By executing this Contract,
Contractor verifies that it fully complies with all requirements and restrictions of state and federal
law respecting the employment of undocumented aliens, including, but not limited to, the
Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall
require all subconsultants and sub-subconsultants to comply with the same.
3.17 General Provisions.
3.17.1 City's Representative. The City hereby designates the General Manager,
or his or her designee, to act as its representative for the performance of this Contract ("City's
Representative"). City's Representative shall have the power to act on behalf of the City for all
purposes under this Contract. Contractor shall not accept direction or orders from any person
other than the City's Representative or his or her designee.
3.17.2 Contractor's Representative. Before starting the Work, Contractor shall
submit in writing the name, qualifications and experience of its proposed representative who
shall be subject to the review and approval of the City ("'Contractor's Representative").
Following approval by the City, Contractor's Representative shall have full authority to represent
and act on behalf of Contractor for all purposes under this Contract. Contractor's
Representative shall supervise and direct the Work, using his best skill and attention, and shall
be responsible for all construction means, methods, techniques, sequences and procedures and
for the satisfactory coordination of all portions of the Work under this Contract. Contractor's
Representative shall devote full time to the Project and either he or his designee, who shall be
acceptable to the City, shall be present at the Work site at all times that any Work is in progress
and at any time that any employee or subcontractor of Contractor is present at the Work site.
Arrangements for responsible supervision, acceptable to the City, shall be made for emergency
Work which may be required. Should Contractor desire to change its Contractor's
Representative, Contractor shall provide the information specified above and obtain the City's
written approval.
3.17.3 Termination. This Contract may be terminated by City at any time, either
with our without cause, by giving Contractor three (3) days advance written notice. In the event
of termination by City for any reason other than the fault of Contractor, City shall pay Contractor
for all Work performed up to that time as provided herein. In the event of breach of the Contract
by Contractor, City may terminate the Contract immediately without notice, may reduce payment
to Contractor in the amount necessary to offset City's resulting damages, and may pursue any
other available recourse against Contractor. Contractor may not terminate this Contract except
for cause. In the event this Contract is terminated in whole or in part as provided, City may
procure, upon such terms and in such manner as it may determine appropriate, services similar
to those terminated. Further, if this Contract is terminated as provided, City may require
Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials
or other matter prepared or built by Contractor in connection with its performance of this
Contract.
61147.02100\1 4019172.1 15
3.17.4 Contract Interpretation. Should any question arise regarding the meaning
or import of any of the provisions of this Contract or written or oral instructions from City, the
matter shall be referred to City's Representative, whose decision shall be binding upon
Contractor.
3.17.5 Anti -Trust Claims. This provision shall be operative if this Contract is
applicable to California Public Contract Code Section 7103.5. In entering into this Contract to
supply goods, services or materials, Contractor hereby offers and agrees to assign to the City
all rights, title, and interest in and to all causes of action it may have under Section 4 of the
Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with
Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from
purchases of goods, services, or materials pursuant to the Contract. This assignment shall be
made and become effective at the time the City tender final payment to Contractor, without
further acknowledgment by the Parties.
3.17.6 Notices. All notices hereunder and communications regarding
interpretation of the terms of the Contract or changes thereto shall be provided by the mailing
thereof by registered or certified mail, return receipt requested, postage prepaid and addressed
as follows:
CONTRACTOR:
CITY:
Layne Christenson Company
1717 West Park Avenue
Redlands, CA 92373
Attn: Steve Zarcone, Account Manager Western Region
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Ben Siegel, City Manager
Any notice so given shall be considered received by the other Party three (3) days after deposit
in the U.S. Mail as stated above and addressed to the Party at the above address. Actual
notice shall be deemed adequate notice on the date actual notice occurred, regardless of the
method of service.
3.17.7 Time of Essence. Time is of the essence in the performance of this
Contract.
3.17.8 Assignment Forbidden. Contractor shall not, either voluntarily or by
action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by
Contractor herein without the prior written consent of City. If Contractor attempts an assignment
or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option,
terminate and revoke the Contract and shall thereupon be relieved from any and all obligations
to Contractor or its assignee or transferee.
3.17.9 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.17.10 Laws. Venue, and Attorneys' Fees, This Agreement shall be
interpreted in accordance with the laws of the State of California. If any action is brought to
61147.021 00\1 4019172.1 16
interpret or enforce any term of this Agreement, the action shall be brought in a state or federal
court situated in the County of Orange, State of California.
3.17.11 Cminterparls. This Contract may be executed in counterparts,
each of which shall constitute an original.
3.17.12 Successors. The Parties do for themselves, their heirs, executors,
administrators, successors, and assigns agree to the full performance of all of the provisions
contained in this Contract.
3.17.13 [Reserved]
3.17.14 Solicitation. Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Contract. For
breach or violation of this warranty, City shall have the right to terminate this Contract without
liability.
3.17.15 Conflict of Interest. Contractor maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee working
solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it
has not paid nor has it agreed to pay any company or person, other than a bona fide employee
working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement. For
breach or violation of this warranty, City shall have the right to rescind this Agreement without
liability. For the term of this Contract, no director, official, officer or employee of City, during the
term of his or her service with City, shall have any direct interest in this Contract, or obtain any
present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file,
or to cause its employees or subcontractors to file, a Statement of Economic Interest with the
City's Filing Officer as required under state law in the performance of the Work.
3.17.16 Certification of License.
3.17.16.1 Contractor certifies that as of the date of execution of this
Contract, Contractor has a current contractor's license of the classification indicated below
under Contractor's signature.
3.17.16.2 Contractors are required by law to be licensed and
regulated by the Contractors' State License Board which has jurisdiction to investigate
complaints against contractors if a complaint regarding a patent act or omission is filed within
four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission
pertaining to structural defects must be filed within ten (10) years of the date of the alleged
violation. Any questions concerning a contractor may be referred to the Registrar, Contractors'
State License Board, P.O. Box 26000, Sacramento, California 95826.
3.17.17 Authority to Enter Contract. Each Party warrants that the
individuals who have signed this Contract have the legal power, right and authority to make this
Contract and bind each respective Party.
61147.02100\14019172.1 17
3.17.18 Entire Contract: Modification. This Contract contains the entire
agreement of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Contract may only be modified by a writing
signed by both Parties.
3.17.19 Non -Waiver. None of the provisions of this Agreement shall be
considered waived by either party, unless such waiver is specifically specified in writing.
3.17.20 City's Right to Employ Other Contractors. City reserves right to
employ other contractors in connection with this Project or other projects.
[SIGNATURES ON NEXT PAGE]
61147.02100\14019172.1 18
SIGNATURE PAGE FOR CONSTRUCTION CONTRACT
BETWEEN THE CITY OF SAN JUAN CAPISTRA.NO
AND LAYNE CHRISTENSEN COMPANY
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the 16th
day of May, 2017.
CITY OF SAN JUAN CAPj,STRANO LAYNE�STENSEN COMPANY
Approved By. �T --%
City'Attorney
61147.02100:14019172.1 19
ignature
Steve
Name
Account Manager, Western Region
Title
5-8-2017
Date
EXHIBIT "A"
SERVICES / SCHEDULE
61147.02100\14019172.1 20
City of San Juan Capistrano - Dance Hall Well, Kinoshita Well, and Well Site 5
Well Rehabilitation and Equipment Replacement Project
Scope of Work
Existing Conditions: The submersible well pump, motor, column piping and discharge head assembly
have been removed at both Dance Hall and Kinoshita well sites. Video logs and inspection of the
removed equipment indicate chemical incrustation and biofouling from iron and manganese bacteria
waste products at both well sites. This scope of work is necessary to clear the well screens at each well
site and improve well production. Furnish, install, start up and test new equipment at each well site is
also included in this scope of work. The City will provide the column piping and discharge head so the
contractor can couple with the new submersible pump and motor.
Well Site 5 facility is housed in a small building located at 27802 Calle Arroyo in the City of San Juan
Capistrano. The well is approximately 110 feet deep and is currently equipped with a vertical turbine
pump (VTP) connected by a solid steel shaft to a top mount 75 HP motor. The vertical column piping is 8
inch steel. The City desires to replace the VTP and top mount motor with a submersible pump and
motor as indicated below. The existing discharge head shall be converted for use with the submersible
pump and motor. The existing column piping is badly corroded and shall be removed and disposed of at
an approved facility. New column piping shall be 8 inch certa-lok PVC column piping with spline
couplings, and all fittings necessary to complete connection to the submersible pump and the converted
discharge head. Replacement equipment is indicated below. The Contractor shall provide the services
outlined below for this facility.
Step 1: The Contractor shall brush each well with a nylon brush to remove fouling from the surface of
the well screen. Bail the hole clean. Measure depth to bottom, and verify that well depth has been
restored and all waste material has been removed from each well. If well depth has not been restored,
continue bailing until it is. Separate solids from liquids. Haul and dispose of solid waste material in
accordance with all local, state and federal regulations. Pump liquid waste to sewer (approximate
distance to nearest sewer manhole: Kinoshita site = 55 feet; Dance Hall site = 85 feet, Well Site 5 = 30
feet). Measure and record the Ph at each well site.
Step 2: The City will furnish three 55 gallon drums of liquid descaler. The City will pour some descaler
into each of the wells the night before chemical treatment begins, until a Ph of around 2 is reached.
Upon arriving the next day, the Contractor shall verify Ph of around 2 (adjust by adding descaler if
necessary) and agitate each of the wells continuously with a surge block or swab tool to force the
chemical through the screen and into the gravel pack. Agitate each 10 foot zone for a minimum of 20
minutes. Check the Ph every hour, and add more liquid descaler as necessary to maintain a Ph reading
of around 2. This process shall continue for a minimum of 8 hours. Let each well set overnight.
Step 3: The next day, the Contractor shall bail the hole at each well until well depth has been restored
to original depth (measure and verify). Dispose of waste material in accordance with all local, state and
federal regulations (liquid waste may be pumped to sewer).
Step 4: Video each well to verify that the well screen is free from scale and other fouling.
Step 5: Furnish and install new Grundfos 316SS submersible pump, motor, cable and appurtenances at
each of the well sites as follows:
a. Dance Hall Well - Grundfos 6255400-2 submersible pump and 40 HP submersible motor
b. Kinoshita Well— Grundfos 625S400-2 submersible pump and 40 HP submersible motor
c. Well Site 5 — Grundfos 6255400-2 submersible pump and 40 HP submersible motor.
Equipment shall also include new 8 inch certa-lok PVC column piping with spline couplings
and end fittings, and conversion of the existing discharge head for use with the new
equipment.
All motors shall be rated for 460V, 3 phase power, 3450 RPM. Extend Dance Hall column piping with 6
inch Certa-Lok drop pipe and spline couplers as required for pump and motor setting to be 5 feet above
the bottom of the well. For purposes of this proposal, assume a column extension of 10 feet. To our
knowledge, the Kinoshita pump setting does not require an adjustment.
Step 6: Start up and test each well to ensure proper operation.
The Contractor shall provide a separate price for each step. Prices shall be all inclusive (include all mob,
demob, labor, equipment materials, disposal of waste, taxes etc.). Use the attached fee schedule.
2017 WELL REHABILITATION AND EQUIPMENT REPLACEMENT PROJECT
FEE SCHEDULE FOR: LAYNE CHRISTENSEN COMPANY
UNIT OF
EST.
UNIT
ITEM
NO.
ITEM DESCRIPTION
MEASURE
QTY.
PRICE
COST
1.
Payment and Performance
LS
1
Bonds
$1.00
$1.00
2.
Brush and Bail Kinoshita
LS
1
Well (per Scope Step 1)
$6,075.95
$6,075.95
3.
Chemically Treat Kinoshita
LS
1
Well (per Scope Step 2)
$2,697.61
$2,697.61
4.
Bail the Chemically Treated
LS
1
Kinoshita Well (per Scope
S
Step 3)
$3,022.35
$3,022.35
5.
Video Kinoshita Well (Per
LS
1
Scope Step 4)
$1,271.37
$1,271.37
6.
Furnish and Install new
LS
1
Submersible Pump and
Motor (per Scope Step 5) in
$13,975.25
$13,975.25
Kinoshita Well
7.
Start Up and Test Kinoshita
LS
1
Well (per Scope Step 6)
$1,930.72
$1,930.72
8.
Brush and Bail Dance Hall
LS
1
Well (per Scope Step 1)
$6,075.95
$6,075.95
9.
Chemically Treat Dance
LS
1
Hall Well (per Scope Step 2)
$2,697.61
$2,697.61
10.
Bail the Chemically Treated
LS
1
Dance Hall Well (per Scope
Step 3)
$3,022.35
$3,022.35
11.
Video Dance Hall Well (Per
LS
1
Scope Step 4)
$1,271.37
$1,271.37
12.
Furnish and Install new
LS
1
Submersible Pump and
Motor (per Scope Step 5) in
$14,442.97
$14,442.97
Dance Hall Well
13.
Start Up and Test Dance
LS
1
Hall Well (per Scope Step 6)
$1,930.72
$1,930.72
14
Pull pump, motor, shaft and
LS
1
column piping and dispose
of materials from Site 5 Well
$5,024.22
$5,024.22
per Scope
The costs for any Work shown or required in the Contract Documents, but not specifically
identified as a line item are to be included in the related line items and no additional
compensation shall be due to Contractor for the performance of the Work.
In case of discrepancy between the Unit Price and the Item Cost set forth for a unit basis item,
the unit price shall prevail and shall be utilized as the basis for determining the lowest
responsive, responsible Bidder. However, if the amount set forth as a unit price is ambiguous,
unintelligible or uncertain for any cause, or is omitted, or is the same amount as the entry in the
"Item Cost" column, then the amount set forth in the "Item Cost" column for the item shall prevail
and shall be divided by the estimated quantity for the item and the price thus obtained shall be
the Unit Price.
For purposes of evaluating Bids, the City will correct any apparent errors in the extension of unit
prices and any apparent errors in the addition of lump sum and extended prices.
The estimated quantities for Unit Price items are for purposes of comparing Bids only and the
City makes no representation that the actual quantities of work performed will not vary from the
estimates. Final payment shall be determined by the Engineer from measured quantities of work
performed based upon the Unit Price.
UNIT OF
EST.
UNIT
ITEM
NO.
ITEM DESCRIPTION
MEASURE
QTY.
PRICE
COST
15.
Brush and Bail Site 5 Well
LS
1
(per Scope Step 1)
$4,767.83
$4,767.83
16.
Chemically Treat Site 5
LS
1
Well (per Scope Step 2)
$3,021.40
$3,021.40
17.
Bail the Chemically Treated
LS
1
Site 5 Well (per Scope Step
$3,082.82
$3,082.82
3)
18.
Video Site 5 Well (Per
LS
1
Scope Step 4)
$1,135.92
$1,135.92
19.
Furnish and Install new 8"
LF
110
Certa Lok PVC Column Pipe
$35.96
$3,955.70
and Fittings, Complete.
20.
Furnish and Install new
LS
1
Submersible Pump and
Motor (per Scope Step 5) in
$18,289.63
$18,289.63
Site 5 Well
21.
Furnish and Install new 40
LS
1
HP Variable Frequency
N/A Per client
N/A Per client
Drive per Scope, Complete.
22.
Start Up and Test Site 5
LS
1
Well (per Scope Step 6)
$1,930.72
$1,930.72
The costs for any Work shown or required in the Contract Documents, but not specifically
identified as a line item are to be included in the related line items and no additional
compensation shall be due to Contractor for the performance of the Work.
In case of discrepancy between the Unit Price and the Item Cost set forth for a unit basis item,
the unit price shall prevail and shall be utilized as the basis for determining the lowest
responsive, responsible Bidder. However, if the amount set forth as a unit price is ambiguous,
unintelligible or uncertain for any cause, or is omitted, or is the same amount as the entry in the
"Item Cost" column, then the amount set forth in the "Item Cost" column for the item shall prevail
and shall be divided by the estimated quantity for the item and the price thus obtained shall be
the Unit Price.
For purposes of evaluating Bids, the City will correct any apparent errors in the extension of unit
prices and any apparent errors in the addition of lump sum and extended prices.
The estimated quantities for Unit Price items are for purposes of comparing Bids only and the
City makes no representation that the actual quantities of work performed will not vary from the
estimates. Final payment shall be determined by the Engineer from measured quantities of work
performed based upon the Unit Price.
TOTAL BID PRICE:
$
TOTAL BID PRICE BASED ON BID SCHEDULE TOTAL OF UNIT PRICES
FOR Recycled Water Service Conversions — CIP 16601
$99,623.46
Total Bid Price in Numbers
Ninety Nine Thousand, Six Hundred Twenty Three Dollars and Fourty Six Cents
Total Bid Price in Written Form
In case of discrepancy between the written price and the numerical price, the written price
shall prevail.
The undersigned agrees that this Bid Form constitutes a firm offer to the City which cannot be
withdrawn for thirty calendar days from and after the Bid opening, or until a Contract for the
Work is fully executed by the City and a third party, whichever is earlier.
The successful bidder hereby agrees to sign the contract and furnish the necessary bonds and
certificates of insurance within ten (10) working days after the City provides the successful
bidder with the Notice of Award.
Upon receipt of the signed contract and other required documents, the contract will be executed
by the City, after which the City will prepare a letter giving Contractor Notice to Proceed. The
official starting date shall be the date of the Notice to Proceed, unless otherwise specified. The
undersigned agrees to begin the Work within ten (10) working days of the date of the Notice to
Proceed, unless otherwise specified.
The undersigned has examined the location of the proposed work and is familiar with the Scope
and the local conditions at the place where work is to be done.
If awarded the contract, the undersigned agrees that there shall be paid by the undersigned and
by all subcontractors to all laborers, workers and mechanics employed in the execution of such
contract no less than the prevailing wage rate within Orange County for each craft,
classification, or type of worker needed to complete the Work contemplated by this contract as
established by the Director of the Department of Industrial Relations. A copy of the prevailing
rate of per diem wages are on file at the City Clerk's Office and shall be made available to
interested parties upon request.
Bidder is an individual X , or corporation , or partnership , organized under
the laws of the State of T elewnre
Bidder confirms license(s) required by California State Contractor's License Law for the
performance of the subject project are in full effect and proper order. The following are the
Bidder's applicable license number(s), with their expiration date(s) and class of license(s):
If the Bidder is a joint venture, each member of the joint venture must include the required
licensing information.
Sureties that will furnish the Faithful Performance Bond and the Labor and Material Payment
Bond, in the form specified herein, in an amount equal to one hundred percent (100%) of the
contract price within ten (10) working days from the date the City provides the successful bidder
the Notice of Award. Sureties must meet all of the State of California bonding requirements, as
defined in California Code of Civil Procedure Section 995.120 and must be authorized by the
State of California.
The insurance company or companies to provide the insurance required in the contract
documents must have a Financial Strength Rating of not less than "A-" and a Financial Size
Category of not less than "Class VII" according to the latest Best Key Rating Guide. At the sole
discretion of the City, the City may waive the Financial Strength Rating and the Financial Size
Category classifications for Workers' Compensation insurance.
(signatures continued on next page)
I hereby certify under penalty of perjury under the laws of the State of California that all of the
information submitted in connection with this Bid and all of the representations made herein are
true and correct.
Executed at Kedlandl . CA , on this 14 day of 2017 , Layne -Christensen Company
(Corporate Seal)
(Bidders Name — Print or Type)
Steve Zarcone Account Manager, Western Region
(Name and Title)
(Signature)
EXHIBIT "B"
PLANS AND SPECIFICATIONS
(NOT APPLICABLE)
-21-
61147.02100\14019172.1
EXHIBIT "C"
SPECIAL CONDITIONS
ARTICLE 1. BONDS
Within ten (10) calendar days from the date the Contractor is notified of award of the Contract,
the Contractor shall deliver to the City four identical counterparts of the Performance Bond and
Payment Bond on the forms supplied by the City and included as Exhibit "F" to the Contract.
Failure to do so may, in the sole discretion of City, result in the forfeiture of Contractor's bid
security. The surety supplying the bond must be an admitted surety insurer, as defined in Code
of Civil Procedure Section 995.120, authorized to do business as such in the State of California
and satisfactory to the City. The Performance Bond and the Payment Bond shall be for one
hundred percent (100%) of the Total Contract Price.
-22-
61147.02100\1 4019172.1
EXHIBIT "D"
CERTIFICATION
LABOR CODE - SECTION 1861
I, the undersigned Contractor, am aware of the provisions of Section 3700, et M., of
the California Labor Code which require every employer to be insured against liability for
Worker's Compensation or to undertake self-insurance in accordance with the provisions of the
Code, and I, the undersigned Contractor, agree to and will comply with such provisions before
commencing the performance of the Work on this Contract.
CONTRACTOR
By:
Signatur
Name (Print)
� 2 • _a�✓/� rd N
Title (Print)
-23-
61147.02100\14019172.1
EXHIBIT "E"
PUBLIC WORKS CONTRACTOR REGISTRATION CERTIFICATION
If this bid is due on or after March 1, 2015, then pursuant to Labor Code sections 1725.5 and
1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter
into a contract to perform public work must be registered with the Department of Industrial
Relations. See http://www.dir.ca.gov/Public-Works/PubticWorks.html for additional
information.
No bid will be accepted nor any contract entered into without proof of the contractor's and
subcontractors' current registration with the Department of Industrial Relations to perform public
work.
Contractor hereby certifies that it is aware of the registration requirements set forth in Labor
Code sections 1725.5 and 1771.1 and is currently registered as a contractor with the Department
of Industrial Relations.
Name oT Contractor: Layne Christensen Company
DIR Registration Number: /00000 VZ 7 3
Contractor further acknowledges:
Contractor shall maintain a current DIR registration for the duration of the
proj ect.
2. Contractor shall include the requirements of Labor Code sections 1725,5 and
1771.1 in its contract with subcontractors and ensure that all subcontractors are
registered at the time of bid opening and maintain registration status for the
duration of the project.
3. Failur o submit flus form or comply with any of the above requirements may
res a finding that the bid is non-responsive.
Signature: 1"
Name and Title: Steve Zarcone, Account Manager, Western Region
Dated: 5/5/2017
-24-
61147.02100\14019172.1
EXHIBIT "F"
PAYMENT AND PERFORMANCE BONDS
-25-
61147.02100\1 4019172.1
May 9, 2017
City of San Juan Capistrano
32400 Paseo Adelanto.
San Juan Capistrano, CA 92675
Re: Layne Christensen Company
Bond # 106722961
Contract Amount: $99,623.00
2017 Well Rehabilitation and Equipment Replacement
To Whom It May Concern:
This letter will serve as your authority to date the Bonds and the Powers of Attorney
on the above captioned project.
Very truly yours,
Travelers Casualty and Surety Company of America
Rebecca S. Leal
Attorney -in -Fact
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