HomeMy WebLinkAboutC-8091-1 - On-Call M/RSA for Water Well and Water Pump Station MaintenanceON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
WITH LAYNE CHRISTENSEN COMPANY FOR
WATER WELL AND WATER PUMP STATION MAINTENANCE
THIS ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
("Agreement') is made and entered into as of this 28th day of June, 2016 ("Effective
Date'), by and between the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ("City'), and LAYNE CHRISTENSEN COMPANY, a
Delaware corporation ("Contractor'), whose address is 1717 West Park Avenue,
Redlands, California 92373, 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 desires to engage Contractor to perform on-call maintenance and/or repair
services for City ("Project').
C. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the maintenance and/or repair services described in this
Agreement.
D. Contractor has examined the location of all proposed work, carefully reviewed
and evaluated the specifications set forth by City for the Project, is familiar with
all conditions relevant to the performance of services, and has committed to
perform all work required for the compensation specified in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 27, 2019, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Contractor shall perform the on-call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services'
or "Work"). Upon written request from the Project Administrator as defined herein,
Contractor shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal'). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the
Services, and the name of the individuals to be assigned, if available;
2.1.3 The estimated number of hours and cost to complete the Services;
and
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Contractor shall perform the Services in accordance with the schedule
included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the
Services shall be performed to completion in a diligent and timely manner. The failure
by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter
Proposal, if any, or perform the Services in a diligent and timely manner may result in
termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Contractor shall not be responsible for
delays due to causes beyond Contractor's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein, not later than two (2) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Contractor's control.
3.4 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand -delivery or mail.
4. COMPENSATION TO CONTRACTOR
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Letter Proposal
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Except as otherwise provided herein, no rate changes shall be made
during the term of this Agreement without the prior written approval of City. Contractor's
compensation for all Services performed in accordance with this Agreement, including
all reimbursable items, shall not exceed One Hundred Fifty Thousand Dollars and
001100 ($150,000.00), without prior written amendment to the Agreement.
4.2 This Agreement shall be in effect for a term of three (3) years, unless
terminated earlier as set forth herein. On July 1, 2017, and upon each July 1st
thereafter, the billing rates set forth in Exhibit B ("Billing Rates") shall be adjusted in
proportion to changes in the Consumer Price Index, subject to the maximum adjustment
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set forth below. Such adjustment shall be made by multiplying the Billing Rates in
Exhibit B by a fraction, the numerator of which is the value of the Consumer Price Index
for the calendar month three (3) months preceding the calendar month for which such
adjustment is to be made, and the denominator of which is the value of the Consumer
Price Index for the same calendar month immediately prior to Effective Date. The
Consumer Price Index to be used in such calculation is the "Consumer Price Index, All
Items, 1982-84=100 for All Urban Consumers (CPI -U)", for the Los Angeles -Riverside -
Orange County Metropolitan Area, published by the United States Department of Labor,
Bureau of Labor Statistics. If both an official index and one or more unofficial indices are
published, the official index shall be used. If said Consumer Price Index is no longer
published at the adjustment date, it shall be constructed by conversion tables included
in such new index. In no event, however, shall the amount payable under this
Agreement be reduced below the Billing Rates in effect immediately preceding such
adjustment. The maximum adjustment increase to the Billing Rates, for any year where
an adjustment is made pursuant to this Section, shall not exceed the Consumer Price
Index or 2.0% of the Billing Rates in effect immediately preceding such adjustment,
whichever is less.
4.3 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name and/or
classification of employee who performed the Work, a brief description of the Services
performed and/or the specific task in the Scope of Services to which it relates, the date
the Services were performed, the number of hours spent on all Work billed on an hourly
basis, and a description of any reimbursable expenditures. City shall pay Contractor no
later than thirty (30) calendar days after approval of the monthly invoice by City staff.
4.4 City shall reimburse Contractor only for those costs or expenses
specifically identified in Exhibit B to this Agreement and the Letter Proposal, or
specifically approved in writing in advance by City.
4.5 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B
and the Letter Proposal.
5. PROJECT MANAGER
5.1 Contractor shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Contractor has designated Steve Zarcone to be its
Project Manager. Contractor shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
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5.2 Contractor, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Municipal Operations Department.
City's Utilities Manager or designee shall be the Project Administrator and shall have
the authority to act for City under this Agreement. The Project Administrator shall
represent City in all matters pertaining to the Services to be rendered pursuant to this
Agreement.
7. CITY'S RESPONSIBILITIES
To assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Contractor, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Contractor's Work schedule.
8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
8.1 Contractor shall use only the standard materials described in Exhibit A in
performing Services under this Agreement. Any deviation from the materials described
in Exhibit A shall not be installed or utilized unless approved in advance and in writing
by the Project Administrator.
8.2 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 Agreement, and that it will perform all Services in a
manner commensurate with community professional standards and with the ordinary
degree of skill and care that would be used by other reasonably competent practitioners
of the same discipline under similar circumstances. All Services shall be performed by
qualified and experienced personnel who are not employed by City. By delivery of
completed Work, Contractor certifies that the Work conforms to the requirements of this
Agreement, all applicable federal, state and local laws and legally recognized
professional standards.
8.3 Contractor represents and warrants to City that it has, shall obtain and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Contractor's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
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9. RESPONSIBILITY FOR DAMAGES OR INJURY
9.1 City and all officers, employees and representatives thereof, and all
persons and entities owning or otherwise in legal control of the property upon which
Contractor performs the Project and/or Services 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 and/or Services by Contractor, or its
subcontractors, 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 and/or
Services, or the Work of any subcontractor or supplier selected by Contractor.
9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties') from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Contractor's presence or
activities conducted on the Project (including the negligent and/or willful acts, errors
and/or omissions of Contractor, its principals, officers, agents, employees, vendors,
suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
9.4 Notwithstanding the foregoing, nothing herein shall be construed to
require Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Contractor.
9.5 Contractor shall perform all 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
property. Contractor shall be liable for any private or public property damaged during
the performance of the Work by Contractor or its agents.
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9.6 To the extent authorized by law, as much of the money due Contractor
under and by virtue of the Agreement 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.
9.7 The rights and obligations set forth in this Section shall survive the
termination of this Agreement.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of 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 expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Contractor or any of Contractor's employees or agents, to be the agents or employees
of City. Contractor shall have the responsibility for and control over the means of
performing the Work, provided that Contractor is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Contractor as to the details of the performance of the Work or to exercise a measure of
control over Contractor shall mean only that Contractor shall follow the desires of City
with respect to the results of the Services.
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 Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. 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 or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
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15. PREVAILING WAGES
Pursuant to the applicable provisions of the Labor Code of the State of California,
not less than the general prevailing rate of per diem wages including legal holidays and
overtime Work for each craft or type of workman needed to execute the Work
contemplated under the Agreement shall be paid to all workmen employed on the Work
to be done according to the Agreement by the Contractor and any subcontractor. In
accordance with the California Labor Code (Sections 1770 et seq.), the Director of
Industrial Relations has ascertained the general prevailing rate of per diem wages in the
locality in which the Work is to be performed for each craft, classification, or type of
workman or mechanic needed to execute the Agreement. A copy of said determination
is available by calling the prevailing wage hotline number (415) 703-4774, and
requesting one from the Department of Industrial Relations. The Contractor is required
to obtain the wage determinations from the Department of Industrial Relations and post
at the job site the prevailing rate or per diem wages. It shall be the obligation of the
Contractor or any subcontractor under him/her to comply with all State of California
labor laws, rules and regulations and the parties agree that the City shall not be liable
for any violation thereof.
16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Contractor, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Contractor is a
partnership or joint -venture or syndicate or cotenancy, which shall result in changing the
control of Contractor. Control means fifty percent (50%) or more of the voting power or
twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -
venture.
17. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to
City for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and any subcontractor nor shall it
create any obligation on the part of City to pay or to see to the payment of any monies
due to any such subcontractor other than as otherwise required by law. City is an
intended beneficiary of any Work performed by the subcontractor for purposes of
establishing a duty of care between the subcontractor and City. Except as specifically
authorized herein, the Services to be provided under this Agreement shall not be
otherwise assigned, transferred, contracted or subcontracted out without the prior
written approval of City.
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18. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole
right to use such materials in its discretion without further compensation to Contractor or
any other party. Contractor shall, at Contractor's expense, provide such Documents to
City upon prior written request.
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
20. RECORDS
Contractor shall keep records and invoices in connection with the Services to be
performed under this Agreement. Contractor shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Contractor under this Agreement. All such records and invoices shall be clearly
identifiable. Contractor shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Contractor shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Contractor under this Agreement.
21. WITHHOLDINGS
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.
22. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other contractors in connection with the Project.
23. CONFLICTS OF INTEREST
23.1 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
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performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
23.2 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.
24. NOTICES
24.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
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.
24.2 All notices, demands, requests or approvals from Contractor to City shall
be addressed to City at:
Attn: Utilities Manager
Municipal Operations Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
24.3 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attn: Steve Zarcone
Layne Christensen Company
1717 W. Park Avenue
Redlands, CA 92373
25. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Contractor shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Contractor's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Contractor in writing as unsettled at the time of its final request
for payment. Contractor and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Contractor shall be required to file any claim
Contractor may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
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26. TERMINATION
26.1 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, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
26.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than 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. On the effective date of termination,
Contractor shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
27. LABOR
27.1 Contractor shall conform with all applicable provisions of state and federal
law including, but not limited to, applicable provisions of the federal Fair Labor
Standards Act ("FLSK) (29 USCA § 201, et seq.).
27.2 Whenever Contractor has knowledge that any actual or potential labor
dispute is delaying or threatens to delay the timely performance of this Agreement,
Contractor shall immediately give written notice to City, and provide all relevant
information.
27.3 Contractor represents that all persons working under this Agreement are
verified to be U.S. citizens or persons legally authorized to work in the United States.
27.4 To the fullest extent permitted by law, Contractor shall indemnify, defend,
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees from loss or damage, including but not limited to attorneys'
fees, and other costs of defense by reason of actual or alleged violations of any
applicable federal, state and local labor laws or law, rules, and/or regulations. This
obligation shall survive the expiration and/or termination of the Agreement.
28. STANDARD PROVISIONS
28.1 Recitals. City and Contractor acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference.
28.2 Compliance with all Laws. Contractor shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
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entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28.3 Waiver. 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.
28.4 Integrated Contract. 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.
28.5 Conflicts or Inconsistencies. 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.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. 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.
28.8 Severability. 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.
28.9 Controlling Law and Venue. 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, State of California.
28.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
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28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTgR !E '' OFFICE
Date:
By:
Aaron C. Harp (AM oUMu Iv
City Attorney
ATTEST:
Date: l L
"Ajknwy\—
Leilani
Brown
City Cler
CITY OF NEWPORT BEACH,
a California municipal corporal
C
-' -1
_Y
CONTRACTOR: Layne Christensen
Company, a Delaware corporation
Date:/l ib
By:��
Mark Howard
Business Development Manager
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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0
EXHIBIT
SCOPE OF SERVICES
DESCRIPTION OF PROJECT
o This project is to provide maintenance and repair services for the City of Newport
Beach's four (4) water wells, four (4) well pumps, and twenty four (24) water
booster pumps on an on-call, as -needed, time -and -material basis. Any and all
performance pursuant to this contract(s) shall be on an "on-call" or "as -needed"
basis. Any tasking shall be initiated solely by the City. Further, execution of a
contract by the City does not in any way guarantee that any tasking or request
for on-call services will be issued to any party.
o With this Maintenance and Repair Services Agreement, the City wishes to have
the well and pump repair Contractor(s), mobilize in less than seventy two (72)
hours and perform work as requested by the City.
o Some pump maintenance and repair services may include, but are not limited to,
removal, inspection, repair, replacement, and installation, of well pumps and
booster pumps, and the furnishing of parts and labor in conjunction with such
work.
o The Contractor(s), shall have the ability to conduct maintenance to potable water
wells including, but not limited to, well columns, base plates, level transmitters,
and water lube assemblies.
o The City may ask the Contractor(s) to submit an annual preventive maintenance
schedule, including work to be performed, for the City's four (4) wells and well
pumps and twenty four (24) water booster pumps.
o The City has a contract with a motor maintenance and repair company. All motor
work will be performed under this existing contract. No motor maintenance or
repair work is included in this Scope of Services and will not be performed under
this Agreement.
o It is desirable that Contractor(s) be a licensed (C-57) Well Drilling Contractor in
the State of California.
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o SCOPE OF WORK
o Although the City is attempting to identify the limits and services required, this
should not unnecessarily limit the Contractor(s) in the development of a scope it
believes is necessary to meet the City's goals and objectives.
o The Contractor(s) shall furnish all material, labor, equipment, and supervision to
perform the maintenance and repair as requested by the City. The Contractor(s)
shall perform such work in a thorough and professional manner.
o The City's water system consists of four (4) well pumps and twenty four (24)
water booster pumps. Pump manufacturers include: Peerless, Johnson, Goulds,
Ingersoll -Dresser, and Grundfus pumps. The pumps range in length of three (3)
feet to 279 feet. The pumps pumping capacities range from 500 gallons per
minute ("GPM") to 3,200 GPM. All pumps are water lubricated. Contractor(s)
must have the ability to perform maintenance and repairs to these pumps, as -
needed, with the same components. Equivalent components will not be accepted
and would exclude the Contractor(s) from working on the pumps. This would
constitute a breach in contract which could lead to termination of the contract.
The City will call the Contractor(s) when a problem with a pump occurs. If on-site
repairs are not possible, the Contractor(s) and City will make a determination if
the pump needs to be pulled and sent to the Contractor(s) shop for inspection.
From this inspection, Contractor(s) shall present to the City a proposal for parts
and labor to make repairs. Any replacement parts or materials must be noted for
approval by the City. All work sent out for outside service to a third party must
also be noted in proposal. Contractor(s) must submit this proposal in writing to
the Utilities Manager or his/her designee. If the City agrees with the terms of the
proposal, the City will then issue a Notice to Proceed ("NTP") in writing for
repairs to be made. No repairs shall be made until this NTP is issued to the
contractor.
o The City's four (4) wells are located in Fountain Valley, California. Maintenance
required of these wells is considered to be more preventive than corrective. The
Contractor(s) shall have the ability to perform vibration analysis testing, efficiency
testing, Dynamic Video Monitoring ("DVM") and spinner logging. The
Contractor(s) shall have the ability to analyze the data from these tests to make
recommendations to the City on well maintenance and repairs needing to be
performed. These recommendations must be presented to the City in an official
report detailing the findings. The recommendations from the Contractor(s) for
repairs to wells does not guarantee that the work will be performed, or said
Contractor(s) will be chosen to perform the work recommended.
o Should the City require the Contractor(s) to perform scheduled preventive
maintenance of the water wells, pumps and/or booster pumps, the Contractor will
submit a schedule outlining the maintenance to be performed, when each well
and pump will receive maintenance, and the length of time needed to complete
the maintenance. The type of maintenance work to be performed as part of the
scheduled preventive maintenance will be discussed with the City and then
Layne Christensen Company Page A-2
communicated in writing to the Contractor(s) prior to any scheduled preventive
maintenance occurring. The Contractor(s) will provide a cost estimate to the City
prior to conducting the agreed upon services and receive approval from the City.
o LEVEL OF MAINTENANCE
o All work shall be performed in a manner commensurate with community
professional standards and with the ordinary degree of skill and care that would
be used by other reasonably competent practitioners of the same discipline
under similar circumstances. Standards and frequencies may be modified from
time to time as deemed necessary by the City for the proper maintenance and
repair of the wells and pumps.
o If, in the judgment of the City, the level of maintenance is less than that specified
herein, the City shall, at its option, in addition to or in lieu of other remedies
provided herein, withhold appropriate payment from the Contractor until services
are rendered in accordance with specifications set forth within this document and
providing no other arrangements have been made between the Contractor(s)
and the City. Failure to notify of a change and/or failure to perform an item or
work on a scheduled day may, at the City's sole discretion, result in deduction of
payment for that day, week, or month. Payment will be retained for work not
performed until such time as the work is performed to City standard.
o The Contractor(s) is/are required to correct deficiencies within the time specified
by the City. If noted deficient work has not been completed, payment for subject
deficiency shall be withheld and shall continue to be withheld until deficiency is
corrected, without right to retroactive payments.
o All work and general conditions shall be performed in accordance with the
current Standard Specifications for Cal -OSHA, Public Works Construction (Green
Book), the State Water Resources Control Board Health Guidelines, and the
American Water Works Association ("AWWX) Standards.
o WORKMANSHIP AND SUPERVISION
o Unless otherwise stated, Contractor(s) shall be responsible to provide all labor
and materials to allow for successful Project completion.
• The City may choose to reimburse the Contractor(s) for materials that need to
be procured. These instances shall be analyzed on a case-by-case basis and
reimbursement for materials will need to be agreed upon in the Contractor's
letter proposal prior to the commencement of work.
■ Receipts shall be required for reimbursements for materials purchased
for projects. City reserves the right to specify what type of material
and/or equipment will be purchased per project. All equipment and
material purchases shall be preapproved by the Utilities Manager, or
his/her designee. The Contractor shall charge the actual cost of
--- --- -- ----- - — --- - ---- — — — -- ----
Layne Christensen Company Page A-3
materials to the City plus five percent (5%) for overhead costs
associated with procurement of materials.
• The City reserves the right to purchase materials directly and make
them available to the Contractor(s). In the event the City exercises the
option to purchase the materials, the following conditions will apply:
• Contractor(s) shall conform to all City practices and procedures.
• All City purchases will be for the sole expressed use of and for the
City.
■ The Contractor(s) shall secure, store, inventory, distribute, and
control all materials entrusted to the Contractor's representatives.
■ All materials and inventories shall be made available to the City
upon request. The Contractor(s) will reduce the unit cost for each
maintenance task by the City's actual cost for the materials
provided and used.
o Contractor(s) represents and warrants to the City that he/she has, and will keep
in effect at all times during the term of a contract with the City, all licenses,
permits, professional qualifications, and approvals of whatever nature that are
legally required to practice his/her trade.
o Maintain all work sites free of hazards to persons and/or property resulting
from the Contractor's operations. Any hazardous condition noted by the
Contractor(s), which is not a result of the Contractor's operations, shall be
immediately reported to the City.
o Contractor(s) shall be responsible for removing and cleaning any and all debris
that occurs as a result of its operations as a result of services requested in this
scope of work.
o All work performed under this contract shall be performed in such a manner as to
provide maximum safety to the public and where applicable, comply with all
safety standards required by CAL -OSHA. The Utilities Manager, or his/her
designee reserves the right to issue restraint or cease and desist orders to the
Contractor when unsafe or harmful acts are observed or reported relative to the
performance of the work under this contract.
o The supervisor or person in charge and on site of any City project shall have a
smart phone capable of email.
o At all times, the Contractor(s) will ensure at least one English speaking person is
on site of any City assigned project.
o WORKING HOURS
o Normal working hours shall be between the hours of 7:00 a.m. and 4:30 p.m.,
Monday through Thursday and 7:00 a.m. to 3:30 p.m., Friday. Work at the well
Layne Christensen Company Page A-4
sites is limited from 8:30 a.m. to 4:30 p.m. Monday through Thursday; and 8:30
a.m. to 3:30 p.m., Friday.
o The Contractor(s) is subject to being contacted 24 hours a day, 7 days a week,
365 days a year to make emergency repairs to the City's water wells and pumps.
The Contractor(s) will provide the Utilities Manager with names and telephone
numbers of at least two (2) qualified persons who can be called by City
representatives when emergency maintenance conditions occur during hours
when the Contractor's normal work force is not present in the City of Newport
Beach. These representatives for the Contractor(s) shall respond to said
emergency within two (2) hours from receiving notification. The contractor shall
notify the Utilities Manager should any updates occur to this contact information.
o CONTRACTOR'S OFFICE
o Contractor is required to maintain an office within a two (2) hour response time
of the job site and provide the office with phone service during normal working
hours. During all other times, a telephone answering service shall be utilized and
the answering service shall be capable of contacting the Contractor(s) by
cellular phone, radio or pager. Contractor(s) shall respond to our request within
two (2) hours and must be able to mobilize within 72 hours to all emergencies.
Contractor will have full responsibility for maintaining an office and a yard as
needed for equipment, vehicle, and material storage.
o Unless otherwise specified by the Utilities Manager (Project Administrator) or
his/her designee, there will be no on-site storage of equipment or materials on
City property or at the well sites. Contractor will have full responsibility for
maintaining an office and a storage facility.
o CORRESPONDENCE
All correspondence shall be addressed to Utilities Manager, Municipal
Operations Department, City of Newport Beach, P.O. Box 1768, Newport
Beach, California 92658-8915.
o EQUIPMENT
o All vehicles and equipment used in conjunction with the work shall be maintained
in a neat, clean, orderly manner and shall be in good working order. The Utilities
Manager, or his/her designee, may reject any vehicle or piece of equipment and
order it removed
o STREET CLOSURES, DETOURS, BARRICADES
o Warning signs, lights, and devices shall be installed and displayed in conformity
with the current edition of the "California Manual on Uniform Traffic Control
Devices" (http://www.dot.ca.gov/hq/traffops/signtech/mutcdsupp/) for use in
performance of work upon highways issued by the State of California,
Department of Transportation and as directed by City staff.
Layne Christensen Company Page A-5
o If the Contractor(s) fails to provide and install any of the signs or traffic control
devices required hereby or ordered by the City staff, staff may cause such signs
or traffic control devices to be placed by others, charge the costs therefore
against the Contractor(s), and deduct the same from the next progress payment
or invoice.
o Beacon lighting visible from behind the vehicle will be installed on vehicles
working along City streets.
o PERMITS
o When work is performed at the Dolphin Well site, a permit and traffic control plan
must be submitted to the City of Fountain Valley.
o At the City's Tamura Well site, a permit must be obtained from the City of
Fountain Valley. The Contractor(s) shall provide a work schedule to the City 72
hours prior to work being conducted at this site.
o The Contractor(s) is responsible for obtaining permits where required by federal,
state or local laws as it pertains to the work being conducted.
o PROJECT ADMINISTRATION
o For all service requests, Contractor(s) shall follow the protocol established in this
Agreement in regards to service deployment, including issuing Letter Proposals
for each request and not commencing work until authorized by the Utilities
Manager, or his/her designee. Any and all services performed for the City shall
be charged at the rates indicated in the Executed Agreement.
o When the need for services arises, the City shall request in writing, the
necessary maintenance repair services required in adequate detail. Contractor(s)
shall then provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal"). The Letter Proposal shall include the
following:
• A detailed description of the services to be provided by the contractor(s);
■ A detailed description of the services to be provided by an outside agency
other than the contractor(s);
• A detailed description of any replacement parts or materials;
■ The estimated number of hours and cost to complete the services; and
■ A work schedule that includes the completion date for the project.
o City will assess the Letter Proposal to ensure that services and costs proposed
are commensurate with those provided in the Contractor's RFP response. No
Services shall be provided until the City has provided written acceptance of the
Layne Christensen Company Page A-6
Letter Proposal. Once authorized to proceed, Contractor(s) shall diligently
perform the duties in the approved Letter Proposal.
o Contractor(s) shall perform all Work 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.
o The Contractor(s) will meet at least once per year of the contract with the Utilities
Manager (Project Administrator) for a performance review and assessment of the
quality of work performed.
o UNDERGROUND EXCAVATIONS
o The Contractor(s) shall be responsible for locating all underground utility lines to
insure the safety of his/her work crew and to protect, in place, existing utility
equipment before commencing any excavation. Contractor shall contact the
Utilities Manager (Project Administrator) or his/her designee and Underground
Service Alert (www.digalert.orcl) (1-800-227-2600) forty-eight (48) hours before
commencing any excavation, to locate underground service lines.
o RESPONSIBILITY FOR DAMAGES OR INJURY
o 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(s), or its subcontractors, or its workers,
or anyone employed by either of them.
o Contractor(s) 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 Contractor(s).
Layne Christensen Company Page A-7
EXHIBIT B
SCHEDULE OF BILLING RATES
BILLING SCHEDULE AND HOURLY RATES
A. The Contractor agrees that for requested and/or required changes in the
scope of work, including additions and deletions on work not performed, the
Agreement sum shall be adjusted in accordance with the following unit prices,
where the City elects to use this method in determining costs.
B. The unit price quoted by the Contractor shall be those unit prices that will be
charged or credited for labor be provided regardless of the total number units
and/or amount of labor required for added or deleted items of work.
C. All work shall be performed in accordance with specifications described in the
RFP.
D. The contract will be for term of three years. Upon the first July, following the
first anniversary of the Effective Date [July 2017] and upon each July
thereafter, the billing rates set forth in Exhibit B Schedule of Billing Rates
('Billing Rates") shall be adjusted in proportion to changes in the Consumer
Price Index, subject to the maximum adjustment set forth below. Such
adjustment shall be made by multiplying the Billing Rates in Exhibit B by a
fraction, the numerator of which is the value of the Consumer Price Index for
the calendar month three (3) months preceding the calendar month for which
such adjustment is to be made, and the denominator of which is the value of
the Consumer Price Index for the same calendar month immediately prior to
Effective Date. The Consumer Price Index to be used in such calculation is
the "Consumer Price Index, All Items, 1982-84=100 for All Urban Orange
County Striping Service, Inc. Consumers (CPI -U)", for the Los Angeles -
Riverside -Orange County Metropolitan Area, published by the United States
Department of Labor, Bureau of Labor Statistics. If both an official index and
one or more unofficial indices are published, the official index shall be used. If
said Consumer Price Index is no longer published at the adjustment date, it
shall be constructed by conversion tables included in such new index. In no
event, however, shall the amount payable under this Agreement be reduced
below the Billing Rates in effect immediately preceding such adjustment. The
maximum adjustment increase to the Billing Rates, for any year where an
adjustment is made pursuant to this Section, shall not exceed the Consumer
Price Index or 2.0% of the Billing Rates in effect immediately preceding such
adjustment, whichever is less.
Layne Christensen Company Page B-1
Table 1: Billing Schedule and Hourly Rates
Pulling & Installation
After -
Description
Rate
Hours/Emergency
Hourly Rate*
Mobilization and demobilization
$2,371.00 Lump Sum
$3,733.00 Lump Sum
Two (2) men, rig and service truck
$
333.00
/hour
$
429.00 /hour
Two (2) man crew and pump pulling
$
333.00
/hour
$
429.00 /hour
rig
Three (3) man crew and standard
$
413.00
/hour
$
550.00 /hour
pump pullingrig
Each additional employee
$
80.00
/hour
$
120.00 /hour
Crane
After -
Description
Rate
Hours/Emergency
Hourly Rate*
40 ton with one (1) man
$
235.00
/hour
$
292.00 /hour
One (1) man crew, Service support
$
134.00
/hour
$
174.00 /hour
rig for 40 -ton crane
Rotary Crane
After -
Description
Rate
Hours/Emergency
Hourly Rate*
One (1) man and hydraulic crane — 5
$
175.00
/hour
$
231.00 /hour
ton
One (1) man and hydraulic crane — 8
$
175.00
/hour
$
231.00 /hour
ton
One (1) man and rotary crane — 10
$
208.00
/hour
$
264.00 /hour
ton
One (1) man and rotary crane — 17
$
208.00
/hour
$
264.00 /hour
ton
Rotary crane — 17 ton and 2 -man
$
288.00
/hour
$
385.00 /hour
Crew
Field
Service
After -
Description
Rate
Hours/Emergency
Hourly Rate*
One (1) man and delivery truck
$
167.00
/hour
$
223.00 /hour
Layne Christensen Company Page B-2
One (1) man and service truck
$ 167.00
/hour
$
223.00 /hour
Two (2) men and service truck
$ 247.00
/hour
$
344.00 /hour
Two (2) men and welding truck
$ 239.00
/hour
$
336.00 /hour
Two (2) man crew and combination
$ 288.00
/hour
$
385.00 /hour
rig
Flatbed Truck and driver
$ 167.00
/hour
$
223.00 /hour
Service truck and one (1) pump
$ 159.00
/hour
$
215.00 /hour
mechanic
Service truck and one (1) electrician
$ 159.00
/hour
$
215.00 /hour
Service truck and one (1) general
$ 159.00
/hour
$
215.00 /hour
services
Service truck and one (1) pump
$ 239.00
/hour
$
336.00 /hour
mechanic and one 1 assistant
Shop Labor
After -
Description
Rate
Hours/Emergency
Hourly Rate*
Shop labor -pump mechanic
$ 69.00
/hour
$
103.00 /hour
Shop labor -machinist
$ 69.00
/hour
$
103.00 /hour
Shop labor -welder
$ 69.99
/hour
$
103.00 /hour
Metal spray labor
$ 137.00
/hour
$
137.00 /hour
Miscellaneous
After -
Description
Rate
Hours/Emergency
Hourly Rate*
Dynamic video with Engineering or
$3,162.00 Lump Sum
$3,533.00 Lump Sum
Hydro eolo y support
Spinner Logs
$8,387.00 Lump Sum
$8,387.00 Lump Sum
Dynamic video with mini camera
$1,420.00 Lump Sum
$1,791.00 Lump Sum
Video log -color with downhole and
$1,420.00 Lump Sum
$1,791.00 Lump Sum
side -scan
Engineering and Hydrogeology
$ 218.00
/hour
$
218.00 /hour
support
NPDES Compliance (Baker tanks,
neutralizer equipment, lab fees,
$30,761.00Lump Sum
$34,398.00 Lump Sum
fabrication
Layne Christensen Company Page B-3
Hourly Minimum (if applicable)
• After Hours Rate and Emergency Hourly Rate shall be any time outside of the normal
business hours of Monday through Thursday, 7:00 a.m. to 4:30 p.m., and Friday
7:00 a.m. to 3:30 p.m.
**Maximum 15% overhead cap for all materials purchased. Project Administrator
reserves the right to request that all original receipts of materials be turned in with
invoices before Contractor is paid.
Table 2: Annual Maintenance Services
Description
Rate (please indicate if lump sum or
hourly)
Lubrication Checks
$ 159/hr
Cleaning/Flushing
$ 159/hr
Preservation (Preventive Maintenance)
$159/hr
Fluid Changes and Replacement
$ 159/hr
Visual Inspections
$ 159/hr
Operational Monitoring
$ 159/hr
Vibration Analysis
148.00
Chemical Analysis (water testing)
$ 2,233.00/L.S.
Trend Analysis
No Bid
Calibration
$ 159/hr
Measurements
$ 159/hr
Adjustments
$ 159/hr
Hydrostatic Tests
No Bid
Lube Oil Analysis (sampling only)
No Bid
Layne Christensen Company Page B-4
Replacement of Wear/Sacrificial Parts (this
may be stated as an estimate for cost of
15% plus overhead, plus time
actual parts plus time)
Resistance Testing
$ 159/hr
Hourly Rate for Other Maintenance —
$ 159/hr
Please include minimum number of hours.
Layne Christensen Company Page B-5
EXHIBIT C
INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES
1. Provision of 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, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. 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.
3. Coverage Reauirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers, employees, and
any person or entity owning or otherwise in legal control of the property
upon which Consultant performs the Project and/or Services
contemplated by this Agreement.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance and, if necessary, umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, products -
completed operations, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another
assumed in a business contract).
Layne Christensen Company Page C-1
C. Automobile Liability Insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of 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 ($1,000,000)
combined single limit each accident.
D. Pollution Liability Insurance. If required, Contractor shall maintain a policy
providing contractor's pollution liability ("CPL") coverage with a total limit of
liability of no less than one million dollars ($1,000,000) per loss and two
million dollars ($2,000,000) in the aggregate per policy period. Claims -
made policies require a 5 -year extended reporting period. The CPL policy
shall include coverage for cleanup costs, third -party bodily injury and
property damage, including loss of use of damaged property or of property
that has not been physically injured or destroyed, resulting from pollution
conditions caused by contracting operations. Coverage as required in this
paragraph shall apply to sudden and non -sudden pollution conditions
resulting from the escape or release of smoke, vapors, fumes, acids,
alkalis, toxic chemicals, liquids, or gases, waste materials, or other
irritants, contaminants, or pollutants. The CPL shall also provide coverage
for transportation and off -Site disposal of materials. The policy shall not
contain any provision or exclusion (including any so-called "insured versus
insured" exclusion or "cross -liability" exclusion) the effect of which would
be to prevent, bar, or otherwise preclude any insured or additional insured
under the policy from making a claim which would otherwise be covered
by such policy on the grounds that the claim is brought by an insured or
additional insured against an insured or additional insured under the
policy.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its City Council, boards and commissions, officers, agents,
volunteers, employees, and any person or entity owning or otherwise in
legal control of the property upon which Consultant performs the Project
and/or Services contemplated by this Agreement or shall specifically allow
Contractor or others providing insurance evidence in compliance with
these requirements to waive their right of recovery prior to a loss.
Contractor hereby waives its own right of recovery against City, and shall
require similar written express waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess liability, pollution liability, and
automobile liability, if required, shall provide or be endorsed to provide that
Layne Christensen Company _ A Page C-2
City, its City Council, boards and commissions, officers, agents,
volunteers, employees, and any person or entity owning or otherwise in
legal control of the property upon which Consultant performs the Project
and/or Services contemplated by this Agreement shall be included as
insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
liability on City, or its employees. Contractor shall require and verify that
all subcontractors maintain insurance meeting all the requirements stated
herein, and Contractor shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as
CG 20 38 04 13.
Layne Christensen Company Page C-3
D. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Contractor maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Contractor. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
F. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance If Contractor or any sub -
consultant fails to provide and maintain insurance as required herein, then
City shall have the right but not the obligation, to purchase such
insurance, to terminate this Agreement, or to suspend Contractors right to
proceed until proper evidence of insurance is provided. Any amounts paid
by City shall, at City's sole option, be deducted from amounts payable to
Contractor or reimbursed by Contractor upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
I. Contractor's Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
Layne Christensen Company Page C-4
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 7/5/16 Dept./Contact Received From: Rachell
Date Completed: 7/5/16 Sent to: Rachell By: Alicia
Company/Person required to have certificate: Layne Christensen Company
Type of contract: All Other
GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 5/1/16-811/17
A. INSURANCE COMPANY: Zurich American Insurance Company
B. AM BEST RATING (A-: VII or greater): A+: XV
C. ADMITTED Company (Must be California Admitted):
Is Company admitted in California? ® Yes ❑ No
D. LIMITS (Must be $1 M or greater): What is limit_provided? 1,250,000/10,000,000
E.
ADDITIONAL INSURED ENDORSEMENT— please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
®No
❑ N/A
include): Is it included? (completed Operations status does
❑ No
not apply to Waste Haulers or Recreation)
® Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
® Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
® Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes ® No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
II. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 5/1/16-8/1/17
A. INSURANCE COMPANY: Zurich American Insurance Company
B. AM BEST RATING (A-: VII or greater) A+: XV
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
E. LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
G. HIRED AND NON -OWNED AUTO ONLY:
H. NOTICE OF CANCELLATION:
® Yes ❑ No
5M
N/A
®N/A
❑ Yes
❑ No
❑ N/A
❑ Yes
®No
❑ N/A
®Yes
❑ No
WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 5/1/16-8/1/17
A. INSURANCE COMPANY: American Zurich Insurance Compaz
B. AM BEST RATING (A-: VII or greater): A+: XV
C. ADMITTED Company (Must be California Admitted):
D. WORKERS' COMPENSATION LIMIT: Statutory
E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included?
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
H. NOTICE OF CANCELLATION:
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
® Yes ❑ No
® Yes ❑ No
5M
® Yes ❑ No
® N/A ❑ Yes ❑ No
❑ N/A ® Yes ❑ No
® N/A ❑ Yes ❑ No
V POLLUTION LIABILITY EFF: 8/1/15-8/1/16 CATLIN SPECIALTY INS CO.
RATING: A: XV Non -Admitted LIMIT: 10M/10M ❑ N/A ® Yes ❑ No
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved: em;jlr
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
7/5/16
Date
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _;
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Risk Management approval needed due to Pollution Liability carrier being non -admitted.
Approved: