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HomeMy WebLinkAboutC-3939 - Service Agreement for Tamura Deep Well RehabilitationSERVICE AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND LAYNE CHRISTENSEN COMPANY FOR THE TAMURA DEEP WELL REHABILITATION THIS SERVICE AGREEMENT is made and entered into as of this �R Q. day of May 2007, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"), and LAYNE CHRISTENSEN COMPANY, a Delaware Corporation whose local address is 11001 Ebwanda Avenue, Fontana, CA 92337 ("Contractor"), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to refurbish the interior of a groundwater well owned by the City and located on the property of the Hisamatsu Tamura Elementary School in Fountain Valley (hereinafter the "Well '). The Well is 700 feet deep and between 16 and 20 inches in diameter. C. The Well was constructed approximetely 10 years ago, but the capacity has declined significantly since its construction. The Well was taken out of service in August 2006 due to a concern that running the pump would cause damage due to the Well's reduced capacity. D. City desires to engage Contractor to rehabilitate the Well by performing a thorough wire - brushing, acid treatment, dual swabbing and then air - lifting the waste material for discharge according to NPDES requirements ("Project" or "Work'. Contractor shall also provide a post - rehabilitation video of the inside of the Well, and will install the rebuilt pump as part of the Project. E. Contractor possesses the skill, experience, and ability to provide the services described in this Agreement. F. The principal member of Contractor for purposes of Project shall be Thomas A. Nanchy, Project Manager. G. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the experience of Contractor, and desires to retain Contractor to render the services described herein under the terms and conditions set forth In this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Contractor shall perform the Project and all the services for the Project in the manner described in the Scope of Work attached hereto as Exhibit A and incorporated herein by this reference. The location and specifications of the Well are attached hereto as Exhibit B. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first -class fines performing similar work under similar circumstances. • • Contractor shall perform everything required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 2. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and Contractor shall perform the services according to the schedule listed below. The failure by Contractor to perform the services according to this schedule may result in termination of this Agreement by City Contractor agrees to complete the Project within eight weeks of commencement. Contractor shall commence work on the Project on May _, 2007. Contractor may perform work on the Project during the following hours of operation: 6 a.m. to 5 p.m., Monday through Friday. 3. COMPENSATION TO CONTRACTOR As full compensation for the performance and completion of the Project as required, City shall pay to Contractor and Contractor accepts as full payment the sum of Fifty -Nine Thousand, Six - Hundred and Thirty-Three ($59,633.00). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. The City shall make progress payments as the Project work proceeds based on the percentage of Project work completed. City shall retain ten percent (10%) of any amount due and wring under this Agreement until all Project work is completed. 4. TYPE OF MATERIALS/STANDARD OF CARE 4.1 Contractor shall use only the standard supplies and materials described in Exhibit A in performing Contract Services. Any deviation from the materials described in Exhibit A shall not be installed unless approved in advance by the City Administrator. 4.2 All of the services shall be performed by Contractor or under Contractor's supervision. Contractor represents that It possesses the personnel required to perform the services required by this Contract. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 4.3 At its sole cost, the Contractor shall provide all necessary machines, equipment, tools and labor, etc., as may be necessary to perform the work outlined herein and in the attached Scope of Services. Equipment used by the Contractor must be of commercial quality and in good and safe working condition at all times. 4.4 Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 5. SECURITY/ TOOLS AND EQUIPMENT The City shall not be responsible for losses of Contractor's supplies, tools, or equipment. As such, Contractor acknowledges Its responsibility for providing proper identification and security for such items at its own expense. 6. SPECIAL CONDITIONS 0 0 From Monday through Friday, Contractor is authorized to park its equipment in the parking lot of the First American Baptist Church, located at 17415 Magnolia Street in Fountain Valley (the "Church") from 8 a.m. to 5 p.m. On weekends and holidays, and between the hours of 5:OO p.m. and 8:00 a.m., all equipment must be moved from the Church facility. The City will provide equipment storage at the City Utilities Yard, located at 949 West 18th Street in Newport Beach. Contractor acknowledges that the Well is located adjacent to a school, a church and a residential area, and will use its best efforts to reduce the amount of noise and fumes that it generates during work on the Project. DAMAGE The Contractor will be responsible for all damages to the Hisamatsu Tamura Elementary School or the First American Baptist Church caused by its employees or agents. Such damage shall be repaired by Contractor promptly to the satisfaction of the City, or at City's option, City may make the repairs and Contractor shall promptly reimburse the City. & ADMINISTRATION This Agreement will be administered by the Utilities Department. George Murdoch shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subconcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's work on the Project, or the work of any subcontractor or supplier selected by the Contractor. 9.3 Contractor shall indemnify, hold harmless, and defend City, its officers and employees from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims arising from any and all acts or omissions of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Contract; (2) use of Improper materials in performing this Project; including, without limitation, defects in workmanship or materials and/or design defects or (3) any and all claims asserted by Contractor's subconcontractors or suppliers on the Project, and shall include reasonable attorneys' fees and all other costs incurred in defending any such claim. However, nothing herein shall require Contractor to indemnify City from the sole negligence or willful misconduct of City, ifs officers or employees. 9A Contractor shall perform all Project work in a mariner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor Mall be liable for any private or public property damaged during the performance of the Project work. 9.5 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Contract as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 0 0 9.6 Nothing in this section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Contact, except to the extent provided in Section 8.3 above. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Contract. 10. INDEPENDENT CONTRACTOR City has retained Contractor as an independent contractor and neither Contractor nor its employees are to be considered employees of the City. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment shall accrue to Contractor or its employees. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Contractor on the Project. 12 INSURANCE Without limiting Contractors indemnification of City, and prior to commencement of work. Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. Srwra rrt g. A person authorized by the insurer to bird coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Covereae Requirements. Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance and Employers Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employers Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non - payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. 0 0 H. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,0110,000) combined single limit for each occurrence. E. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to City. Any insurance maintained by City, including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. IV. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Trmely Notice of Claims. Contractor shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Contractor's performance under this Agreement. 13. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the reputation, experience and competence of Contractor. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express written consent of City. Contractor shall not subcontract any portion of the work to be perforated under this Agreement without the prior written authorization of City. 14. VOTHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive Interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 15. CONFLICTS OF INTEREST The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor0s violation of this Section. 16. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Contractor and conclusively shall be deemed served when delivered personalty, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Utilities Department City of Newport Beach 949 West le Street Newport Beach, CA, 92853 Phone: 949 - 6443011 Fax: 949 -645 -5204 All notices, demands, requests or approvals from CITY to Contractor shall be addressed to Contractor at: Attention: Tom Nanchy, Project Manager Layne Christensen Company 1101 Etiwanda Avenue Fontana, CA 92337 Phone: 909 -390 -2833 Fax: 909- 390 -6097 17. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. 18. STANDARD TERMS 18.1 Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 18.2 A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 18.3 This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 18.4 In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 18.5 This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 18.6 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 18.7 The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPR VEDAS TO FORM: �_ ( C�'- ArnHarp Asst. City Attorney for the City of Newport Beach ATTEST: B LaVonne Harkless, City Clerk_,:, CITY OF NEWPORT BEACH, A ib al orp ration By: S eve Rosa sky Mayor for the City of Newport Beach CONTRACTOR: LAYNE CHRISTE E CO. By: I Pr - ( r or e f i er) Title: Print Name: r' By: (Fin ci Officer) Title: t N h,J MGP— Print Gr°Print Name: 9cL-i N Dh Attachments: Exhibit A — Scope of Work Exhibit B — Well Location & Specifications F:\users\cat\shared\Ag\Well Rehabilitation Contract.doc . 0 0 EXHIBIT "A" Scope of Work Tamara Deep Well Rehabilitation Project Layne Christensen Company I. Mobilization of equipment on site 2. Set up NPDES treatment tank and equipment 3. Wire brush well casing 4. Install injection piping 3. Mix, inject, swab and agitate chemicals in well 6. Initial dual swab airlifting and fluid analysis 7. Dual swab airlifting and pumping off per NPDES permit S. Remove swab and airlift piping 9. Videolog well 10. Install pump 11. Final cleanup and demobilization LU Aff -I I �y� RESIDENCES FRG HYDPl R HISAWM TAMURA LA STELLA AVENUE !�t STORM WF M CATCH DIASm ELEMENTARY SCHOOL RESIDENCES GROUNDS SEWER MAtM Ot.E FIRE HYDRANT x'zi • :fir .. r. r •- r LAZAMACOW �— uDOMhOMM SGWL: t kWh. 100 tog 1 1 i v 0 • Colsdo gMm Smd Qm,vd Pw*- 8x2*QwAdkn sor -! iVOLIX w 7rw • 4 6 EldCOp, NY CMrPp+svNh 7 E�RiIi 4 HBAMMlPAMGCHGMDEEPWELL ae�wD:c�uewo.rro av aa.acae�aaor 7w-%v arcrri.w� WLD.eNNdF dTl" CSMWG Sod momma w 221P— rLac�Fmanum"Tift aw V= aPDY.RorMdlomk k 3ar BMW WCMra SMWl4pditWdPoak 36W � £? 3w 3YB' r 1S O.D.Ol�OU118fN1pOBT8kt •L AAA dPb Loos dCm C ow ie•aD.Oreo.aus� aw arDIY.R romh* 640' • . 4. Colsdo gMm Smd Qm,vd Pw*- 8x2*QwAdkn sor -! iVOLIX w 7rw • 4 6 EldCOp, NY CMrPp+svNh 7 E�RiIi 4 HBAMMlPAMGCHGMDEEPWELL 0 0 Z/00 -;,D7 CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 8 May 22, 2007 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Utilities Department George Murdoch, Acting Utilities Director, 949 -644 -3011 or amurdoch (dcitv.newport- beach.ca.us SUBJECT: TAMURA DEEP WELL REHABILITATION — APPROVAL OF PROFESSIONAL SERVICE AGREEMENT WITH LAYNE CHRISTENSEN COMPANY. RECOMMENDATION: Approve a Professional Services Agreement with Layne Christensen Company for the rehabilitation of the City owned Tamura Deep Well located at 17415 Magnolia Street in Fountain Valley for a not to exceed price of $59,633.00. Authorize the Mayor and the City Clerk to execute the Agreement. DISCUSSION: The 700' deep well was constructed approximately 10 years ago. The casing is constructed of mild steel with Roscoe Moss ful -flo louvers. Louver elevations range from 395' to 700' deep. The maximum pumping capacity of this well has gradually declined since construction. Production levels remained constant during most of this time due to the use of a flow control valve. In 2006, the pumping level dropped dramatically. Specific capacities were developed showing a 50% reduction in capacity. Pumping levels have reached a critical point where running the pump may cause damage. The well was taken out of service in August 2006, the pump was removed and the well casing was videotaped. The video shows deterioration of the steel casing, and plugging of the well louvers. The City contacted Richard Slade, a Groundwater Geologist and the designer of the well to seek advice. Because the construction of the louvers are mild steel, the recommendation is a light brushing by steel brush followed by the use of a mild acid, applied by dual swab to agitate the surrounding material and force fluid in and out of the louvers. Waste material shall be air - lifted to storage tanks where material can be analyzed and treated for discharge meeting NPDES requirements. A post Tamura Deep KWI Reet bi nation — Approval of Professional PrV ce Agreement with Layne Christensen Company May 22, 2007 Page 2 rehabilitation video of the well will be performed and the Contractor shall reinstall the pump. Staff received proposals from three well rehabilitation firms. After reviewing the experience, qualifications, and process to perform this type of work, Staff selected Layne Christensen Company. The time period to complete this project will be approx. 30 days. City staff will then install the motor and test pump the well under the guidance of selected vendor. Environmental Review: The project was determined to be exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301 of the CEQA Implementing Guidelines. This exemption covers the repair, maintenance and minor alteration of existing public facilities. Funding Availability: There are sufficient funds available in the well and maintenance budget account to cover the cost of the rehabilitation. Account Description Wells and Pump Station Maintenance Prepared by: WreWLove, Acts Utilities Manager Account Number 5500 -8156 Submitted by: Amount $59,633 eor urd6ch, Acting Utilities Director 0 SERVICE AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND LAYNE CHRISTENSEN COMPANY FOR THE TAMURA DEEP WELL REHABILITATION THIS SERVICE AGREEMENT is made and entered into as of this _ day of May 2007, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City', and LAYNE CHRISTENSEN COMPANY, a Delaware Corporation whose local address is 11001 EtWanda Avenue, Fontana, CA 92337 ("Contractor"), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of Califomia and the Charter of City. B. City is planning to refurbish the interior of a groundwater well owned by the City and located on the property of the Hisamatsu Tamura Elementary School in Fountain Valley (hereinafter the `Wellj. The Well is 700 feet deep and between 18 and 20 inches in diameter. C. The Well was constructed approximately 10 years ago, but the capacity has declined significantly since its construction. The Well was taken out of service in August 2008 due to a concern that running the pump would cause damage due to the Well's reduced capacity. D. City desires to engage Contractor to rehabilitate the Well by performing a thorough wire - brushing, acid treatment, dual swabbing and then air - lifting the waste material for discharge according to NPDES requirements ('Project' or "Workm). Contractor shall also provide a post - rehabilitation video of the inside of the Well, and will install the rebuilt pump as part of the Project. E. Contractor possesses the skill, experience, and ability to provide the services described in this Agreement. F. The principal member of Contractor for purposes of Project shall be Thomas A. Nanchy, Project Manager, G. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the experience of Contractor, and desires to retain Contractor to render the services described herein under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SERVICES TO BE PERFORMED Contractor shall perform the Project and all the services for the Project in the manner described in the Scope of Work attached hereto as Exhibit A and incorporated herein by this reference. The location and specifications of the Well are attached hereto as Exhibit B. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor Is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first -class firms performing similar work under similar circumstances. 0 0 Contractor shall perform everything required to he performed, and shall provide and fumish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 2. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and Contractor shall perform the services according to the schedule listed below. The failure by Contractor to perform the services according to this schedule may result in termination of this Agreement by City. Contractor agrees to complete the Project within eight weeks of commencement. Contractor shall commence work on the Project on May � 2007. Contractor may perform work on the Project during the following hours of operation: 8 a.m. to b pm., Monday through Friday. 3. COMPENSA71ON TO CONTRACTOR As full compensation for the performance and completion of the Project as required, City shall pay to Contractor and Contractor accepts as full payment the sum of Fl ty -Nine Thousand, Six - Hundred and Thirty -Three ($58,633.00). Contractor shall not receive any additional compensation unless approved in advance by the City in writing. The City shall make progress payments as the Project work proceeds based on the percentage of Project work completed. City shall retain ten percent (10%) of any amount due and owing under this Agreement until all Project work is completed. 4. TYPE OF MATERIALSISTANDARD OF CARE 4.1 Contractor shall use only the standard supplies and materials described in Exhibit A in performing Contract Services. Any deviation from the materials described in Exhibit A shall not be installed unless approved in advance by the City Administrator. 4.2 All of the services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the services required by this Contract. All services shall be performed by qualified and experienoed personnel who are not employed by City, nor have any contractual relationship with City. 4.3 Al its sole cost, the Contractor shall provkle all necessary machines, equipment, tools and labor, air-, as may be necessary to perform the work outlined herein and in the attached Scope of Services. Equipment used by the Contractor must be of commercial quality and in good and safe working condition at all times. 4.4 Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. b. SECURITY/ TOOLS AND EQUIPMENT The City shall not be responsible for losses of Contractor's supplies, tools, or equipment. As such, Contractor acknowledges its responsibility for providing proper identification and security for such items at its own expense. 6. SPECIAL CONDITIONS 0 • From Monday through Friday, Contractor is authorized to park its equipment in the parking lot of the First American Baptist Church, located at 17415 Magnolia Street in Fountain Valley (the "Churohl from 8 a.m. to 5 p.m. On weekends and holidays, and between the hours of 5:00 p.m. and 8:00 a.m., all equipment must be moved from the Church facility. The City will provide equipment storage at the City Utilities Yard, located at 949 West 16th Street in Newport Beach. Contractor acknowledges that the Well is located adjacent to a school, a church and a residential area, and will use its best efforts to reduce the amount of noise and fumes that It generates during work on the Project. 7. DAMAGE The Contractor will be responsible for all damages to the Hisamafsu Tamura Elementary School or the First American Baptist Church caused by its employees or agents. Such damage shall be repaired by Contractor promptly to the satisfaction of the City, or at City's option, City may make the repairs and Contractor shall promptly reimburse the City. 8. ADMINISTRATION This Agreement will be administered by the Utilities Department. George Murdoch shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subconcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for airy liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's work on the Project, or the work of any subcontractor or supplier selected by the Contractor. 9.3 Contractor shall indemnify, hold harmless, and defend City, its officers and employees from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims arising from any and all ads or omissions of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Contract; (2) use of improper materials in performing this Project; including, without limitation, defects In workmanship or materials and/or design defects or (3) any and all claims asserted by Contractor's subooncxxdractors or suppliers on the Project, and shall include reasonable attorneys' fees and all other costs incurred in defending any such claim. However, nothing herein shall require Contractor to indemnify City from the sole negligence or willful misconduct of City, Its officers or employees. 9.4 Contractor shall perform all Project work In a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private properly. Contractor shall be liable for any private or public property damaged during the performance of the Project work. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Contract as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 0 0 9.6 Nothing in this section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Contract, except to the extent provided in Section 8.3 above. 9.7 The rights and obiOations set forth in this Section shall survive the termination of this Contract. 10. INDEPENDENT CONTRACTOR City has retained Contractor as an independent contractor and neither Contractor nor its employees are to be considered employees of the City. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment shall accrue to Contractor or Its employees. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Contractor on the Project. 12. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of work. Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. S n A person authorized by the insurer to bird coverage on its behalf shall sign certification of all required policies. C. Acoeptabie fismers. Ali insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage i3eguirements. Workers' Compensation Coveage. Contractor shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and EmptoWs Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non - payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. ni. Automobile liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not leas than one million dollars ($1,000,000) combined single limit for each occurrence. E. F�dorsemert[s. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Contractor. ii. This policy shall be considered primary insurance as inspects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to City. Any insurance maintained by City, Including any self-insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This Insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. IV. The Insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. A. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non-payment of premium) written notice has been received by City. F. _R-e_ly Notice of Claims. Contractor shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Contractor's performance under this Agreement. 13. SUBCONTRAC71NG The parties recognize that a substantial inducement to City for entering into this Agreement is the reputation, experience and competence of Contractor. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express written consent of City. Contractor shall not subcontract any portion of the worts to be performed under this Agreement without the prior written authorization of City. 14. VATHHOLDINGS 0 0 City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or hislher designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 16. CONFLICTS OF INTEREST The Contractor or its employees may be subject to the provisions of the Califomda Political Reform Act of 1974 (the "Act'), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 16. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Contractor and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Utilities Department City of Newport Beach 949 West 16"' Street Newport Beach, CA, 92663 Phone: 949-644 -3011 Fax: 949446 -5204 All notices, demands, requests or approvals from CITY to Contractor shall be addressed to Contractor at: Attention: Tom Nanchy, Project Manager Layne Christensen Company 1101 Etiwanda Avenue Fontana, CA 92337 Phone: 909- 390 -2833 Fax: 909- 390 -6097 17. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shag be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for services satisfactorily performned and costs incurred up to the effective date of termination for which Contractor has not been previously paid. 18. STANDARD TERMS 18.1 Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, courtly or municipal, whether now in force or hereinafter enacted. 18.2 A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 18.5 This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 18.4 in the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 18.5 This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 18.6 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect 18.7 The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent Jurisdiction in the County of Orange. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. Asst. C forthe ATTEST: AS TO FORM: Attorney y of Newport Beach By: LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation By: Steve Rosansky Mayor for the City of Newport Beach CONTRACTOR: LAYNE CHRISTE E COtr) By: ( e Title: Print Name: Title: Ft4"c.C- u Attachments: Exhibit A — Scope of Work Exhibit B — Well Location & Specifications PWserskaflshared%AgMell Rehabilitation Conirad.doc 0 0 EXHIBIT "A' Scope of Work Tamura Deep Well Rehabilitation Project Layne Christensen Company 1. Mobilization of equipment on site 2. Set up NPDES treatment tank and equipment 3. Wire brush well casing 4. Install injection piping S. Mix, igiect, swab and agitate chemicals in well 6. Initial dual swab airlifting and fluid analysis 7. Dual swab airlifting and pumping off per NPDES permit 8. Remove swab and airlift piping 9. Videolog well 10. Install pump 11. 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