DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE
CITY OF MERCED
ON-CALL MUNICIPAL WELL SERVICES CONTRACT
THIS CONTRACT is made at Merced, California, by and between the City of Merced ("City"), a California Charter Municipal Corporation, and Layne Christensen Company, a Delaware Corporation, located at 13160 BV Lake Court, Bakersfield, CA 93311, ("Contractor") for the purpose of providing Municipal Well Inspection, Recommendation, and Repair Services.
WHEREAS, City does not have sufficient personnel to perform Municipal Well Inspection, Recommendation, and Repair Services, and thereby necessitating this Contract.
NOW, THEREFORE, the Parties covenant and agree, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, as follows:
SECTION 1. CONTRACTOR SERVICES
A. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the services described in Exhibit "A," attached and incorporated herein. City and Contractor shall enter into an "Authorization of Service Agreement," substantially in the form of Exhibit "B" attached hereto and incorporated herein by this reference, for each project. City's City Manager shall have the authority to execute on City's behalf the Authorization of Service Agreement without additional approval by the City Council so long as the funding is available within the budget. In the event additional funding is required, such Authorization of Service Agreement will require prior City Council approval. In the event of a conflict hetween the term of this Contract and the terms of the Authorization of Service Agreement, the terms and conditions set forth herein shall prevail over those set forth in the Authorization of Service Agreement.
B. Pursuant to Government Code § 7550, if the compensation set forth in Section 2 exceeds the sum of five thousand dollars ($5,000), each document or report prepared by Contractor for City pursuant to this Contract shall, in a separate section of the document or report, contain the numbers and dollar amount of the Contract and all subcontracts X: \Forms\Agreements\Public Works\On-Call Municipal Well Services Contract.docx DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE under the Contract relating to the preparation of the document or written report. If multiple documents or written reports are the subject of the Contract or subcontracts, the disclosure section may also contain a statement indicating that the total contract amount represents compensation for multiple documents or written reports.
C. Contractor shall perform the Contractor's work as called for in the scope or work description in Exhibit B and in accordance with currently approved methods and standards of practice.
D. Contractor will be responsible for the technical accuracy of its services and documents resulting therefrom, and City will not be responsible for discovering deficiencies thercin. Contractor will correct any deficiencies in its work promptly upon discovery without any additional compensation.
SECTION 2. COMPENSATION AND REIMBURSEMENT OF COSTS
A. City shall pay Contractor for services rendered pursuant to this Contract, at the times and in the manner set forth in each Authorization of Service Agreement. The payments specified in the Authorization of Service Agreement shall be the only payments to be made to Contractor for services rendered pursuant to this Contract.
SECTION 3. TERM AND TERMINATION
A. The term of this Contract shall be for three (3) years commencing on the date of this Contract. The City shall have the option to extend this Contract for one (1) one-year term.
B. If Contractor fails to perform its duties to the satisfaction of City, or if Contractor fails to fulfill in a timely and professional manner its obligations under this Contract, then City shall have the right to terminate this Contract effective immediately upon City giving written notice thereof to Contractor. Time is of the essence for the performance of this Contract.
C. Either Party may terminate this Contract without cause on thirty (30) calendar days' written notice.
X:\Forms\Agreements\Public Works\On-Call Municipal Well Services Contract.docx 2 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE D. City may terminate this Contract immediately upon written notice to Contractor if funding ceases or is materially decreased during the term of this Contract.
E. In the event that City gives notice of termination, Contractor shall promptly provide to City any and all finished and unfinished reports, data, studies, photographs, charts, or other work product prepared by Contractor pursuant to this Contract. City shall have full ownership, including, but not limited to, intellectual property rights, and control of all such finished and unfinished reports, data, studies, photographs, charts, or other work product.
F. In the event that City terminates the Contract, City shall pay Contractor the reasonable value of services rendered by Contractor pursuant to this Contract; provided, however, that City shall not in any manner be liable for lost profits which might have been made by Contractor had Contractor completed the services required by this Contract.
Contractor shall, not later than ten (10) calendar days after termination of this Contract by City, furnish to City such financial information as in the judgment of the City's representative is necessary to determine the reasonable value of the services rendered by Contractor.
G. In no event shall the termination of this Contract be construed as a waiver of any right to seek remedies in law, equity, or otherwise for a Party's failure to perform each obligation required by this Contract.
SECTION 4. MISCELLANEOUS TERMS AND CONDITIONS OF
CONTRACT
A. City shall make its facilities accessible to Contractor as required for Contractor's performance of its services under this Contract, and, upon request of Contractor at times convenient to City.
B. Unless otherwise agreed to in the Authorization of Services Agreement, City shall obtain, arrange, and pay for all advertisements for bids, permits, and licenses required by local, state, or federal authorities.
X: \FormslAgreements\Public WorkslOn-Call Municipal Well Services Contract.docx 3 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE C. Pursuant to the City's business license ordinance, Contractor shall obtain a City business license prior to commencing work.
D. Contractor represents and warrants to City that it has all licenses, permits, qualifications, and approvals of any nature whatsoever that are legally required for Contractor to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Contract any licenses, permits, and approvals that are legally required for Contractor to practice its profession.
E. Contractor shall, during the entire term of this Contract, be construed to be an independent contractor and nothing in this Contract is intended, nor shall it be construed, to create an employer/employee relationship, association, joint venture relationship, trust, or partnership or to allow City to exercise discretion or control over the professional manner in which Contractor performs under this Contract; provided, however, that the services to be provided by Contractor shall be provided in a manner consistent with the professional standards applicable to such services.
The sole interest of City is to insure that services are rendered and performed in a competent, efficient, and satisfactory manner.
Contractor shall be fully responsible for payment of all taxes due to state and federal governments which would be withheld from compensation if Contractor were a City employee. City shall not be liable for deductions for any amount for any purpose relating to Contractor's compensation. Contractor shall not be eligible for coverage under City's workers' compensation insurance plan, benefits under the City's retirement plan, or be eligible for any other City benefit. No party shall be the agent of, or have a right or power to bind, the other Party without its express written consent.
In the event Contractor or any employee, agent, or subcontractor of Contractor providing services under this Contract is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, protect, defend, and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any X: \Forms\Agreements\Public Works\On-Call Municipal Well Services Contract.docx 4 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE penalties and interest on such contributions, which would otherwise be the responsibility of City.
F. No provision of this Contract is intended to, or shall be for the benefit of, or construed to create rights in, or grant remedies to, any person or entity not a party hereto, including any third-party beneficiary.
G. No portion of the work or services to be performed under this Contract shall be assigned, transferred, conveyed, or subcontracted without the prior written approval of City. Contractor may use the services of independent contractors and subcontractors to perform a portion of its obligations under this Contract with the prior written approval of City.
Independent contractors and subcontractors shall be provided with a copy of this Contract and Contractor shall have an affirmative duty to assure that said independent contractors and subcontractors comply with the same and agree to be bound by its terms. Contractor shall be the responsible party with respect to all actions of its independent contractors and subcontractors, and shall obtain such insurance and indemnity provisions from its contractors and subcontractors as City's Risk Manager shall determine to be necessary in his/her sole discretion.
H. Contractor, at such times and in such form as City may require, shall furnish City with such periodic reports as it may request pertining to the work or services undertaken pursuant to this Contract, the costs or obligations incurred or to be incurred in connection therewith, and any other matters covered by this Contract.
I. Contractor shall maintain accounts and records, including personel, property, and financial records, adequate to identify and account for all costs pertining to this Contract and such other records as may be deemed necessary by City to assure proper accounting for all project funds. These records shall be made available for audit purposes to state and federal authorities, or any authorized representative of City.
Contractor shall retain such records for three (3) years after the expiration of this Contract, unless prior permission to destroy them is granted by City or unless a longer retention period is required by a funding source for this Contract.
X: \Forms\AgreementslPublic Works\On-Call Municipal Well Services Contract.docx 5 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE Contractor shall perform all services required pursuant to this Contract in the manner and according to the standards observed by a competent practitioner of Contractor's profession. All products of whatsoever nature, which Contractor delivers to City pursuant to this Contract, shall be prepared in a professional manner and conform to the standards of quality normally observed by a person practicing the profession of Contractor and its agents, employees, and subcontractors assigned to perform the services contemplated by this Contract.
K. Unless Contractor is specifically advised in writing by City to verify data, Contractor shall be entitled to rely upon the accuracy and completeness of all data furnished by City to Contractor that is used by Contractor in providing its services under this Contract. Contractor may retain and use all data furnished to it, except such data which may be marked "confidential" and required to be returned, and may use all plans, designs, specifications, and other work product created by Contractor in providing services hereunder. Any use of such work product that includes proprietary information shall not identify City; nor shall the manner of such use have the effect of identifying City. In any reuse by Contractor for any non-City purpose of any data, drawings, plans, etc., prepared for City, Contractor shall fully release, protect, defend, indemnify, and hold harmless City, its officials, officers, employees, and agents from all claims, costs, expenses, damage, or liability arising out of or resulting from the reuse or modification of any reports, data, documents, drawings, specifications, or other work product prepared by Contractor for City for any entity or purpose other than for City's benefit.
L. All completed reports and other data or documents, or computer media including diskettes, and other materials provided or prepared by Contractor in accordance with this Contract are the property of City, and may be used by City. City shall have all intellectual property rights including, but not limited to, copyright and patent rights, in said documents, computer media, and other materials provided by Contractor. City shall release, defend, indemnify, and hold harmless Contractor from all claims, costs, expenses, damage, or liability arising out of or resulting from the use or modification of any reports, data, documents, drawings, specifications, or other work product prepared by Contractor, except use by City on those portions of the project for which such items were prepared.
X: \Forms\Agreements\Public Works\On-Call Municipal Well Services Contract.docx 6 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE M. Contractor, including its employees, agents, and subcontractors, shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Contract. Contractor shall comply with all requirements of the Political Reform Act (Government Code § 81000 et seq.), Government Code Section 1090 et seq., and other laws relating to conflicts of interest, including the following: 1) Contractor shall not make or participate in a decision made by City if it is reasonably foreseeable that the decision may have a material effect on Contractor's economic interest, and 2) if required by City Clerk, Contractor shall file financial disclosure forms with the City Clerk.
N. This Contract does not grant to Contractor any exclusive privileges or rights to provide services to City. City may contract with other public entities, private companies or individuals for similar services.
O. Contractor shall comply with the provisions of Government Code Section 8350 et seq., otherwise known as the Drug-Free Workplace Act.
P. Neither Contractor, nor City, shall be responsible for delays in delivery, acceptance of delivery, or failure to perform when such delay or failure is attributable to Acts of God, war, strikes, riots, lockouts, accidents, or other matters or conditions beyond the control of either Contractor or City.
SECTION 5. INSURANCE
A. As a separate and independent covenant from any indemnity obligation hereunder, during the term of this Contract, Contractor shall maintain in full force and effect at its own cost and expense, the following insurance coverage:
Workers' Compensation Insurance. Full workers' compensation insurance shall be provided with a limit of at least One Hundred Thousand Dollars ($100,000) for any one person and as required by law, including Employer's Liability limits of $1,000,000.00 per accident. The policy shall be endorsed to waive the insurer's subrogation rights against the City.
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2. General Liability.
(a) Contractor shall obtain and keep in full force and effect general liability coverage at least as broad as ISO
commercial general liability coverage occurrence Form CG 0001.
(b) Contractor shall maintain limits of no less than One Million Dollars ($1,000,000) per occurrence for bodily injury,
personal injury, and property damage.
(c) The City, its officers, employees, and agents are to be named as additional insureds under the policy, as respects liability arising out of work or operations performed by or on behalf of the Contractor.
(d) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Contractor and its sub-contractors, and that any other insurance or self
insurance maintained by City or other named insureds shall be excess and non-contributory.
(e) Contractor shall maintain its commercial general liability coverage for three (3) years alter completion of the work and shall add an additional insured endorsement form
acceptable to the City naming the City of Merced, its
officers, employees, and agents for each year thereafter for at least three (3) years after completion of the work. Copies of the annual renewal and additional insured endorsement form shall be sent to the City within thirty (30) days of the annual renewal.
Automobile Insurance.
(a) Contractor shall obtain and keep in full force and effect an automobile policy of at least One Million Dollars
($1,000,000) per accident for bodily injury and property damage.
X:\Forms\Agreements|Public WorksOn-Call Municipal Well Services Contract.docx 8 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE (b) The City, its officers, employees, and agents are to be named as additional insureds under the policy, as respects
automobiles owned, leased, hired, or borrowed by the
Contractor.
(c) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Contractor and its sub-contractors, and that any other insurance or self
insurance maintained by City or other named insureds shall be excess and non-contributory.
B. Qualifications of Insurer. The insurance shall be provided by an acceptable insurance provider, as determined by City, which satisfies all of the following minimum requirements:
An insurance carrier admitted to do business in California and maintaining an agent for service of process within this State; and,
2. An insurance carrier with a current A.M. Best Rating of A: VIl or better (except for workers' compensation provided through the California State Compensation Fund).
C. Certificate of Insurance. Contractor shall complete and file with the City prior to engaging in any operation or activity set forth in this Contract, certificates of insurance evidencing coverage as set forth above and which shall provide that no cancellation or expiration by the insurance company will be made during the term of this Contract, without thirty (30) days written notice to City prior to the effective date of such cancellation—including cancellation for nonpayment of premium. In addition to any other remedies City may have, City reserves the right to withhold payment if Contractor's insurance policies are not current.
SECTION 6. INDEMNIFICATION AND HOLD HARMLESS
A. As a separate and independent covenant and irrespective of any insurance policy or policies or limitations thereof and to the fullest X: \FormslAgreements\Public WorkslOn-Call Municipal Well Services Contract.docx 9 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), Contractor shall indemnify, protect, defend, (with legal counsel selected by the City), save, and hold City, its officers and employees, harmless from any and all claims or causes of action for death or injury to persons, or damage to property, or expense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses and fees of expert Contractors or expert witnesses incurred in connection therewith and costs of investigation), that arise out of, pertain to, or relate to, the negligence, recklessness, willful misconduct of Contractor or its employees, subcontractors, or agents in the performance of this Contract. It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. This indemnification and hold harmless clause shall survive the termination of this Contract and shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Contract, Contractor acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.
SECTION 7. CONTRACT INTERPRETATION, VENUE AND
ATTORNEY FEES
A. This Contract shall be deemed to have been entered into in Merced, California. All questions regarding the validity, interpretation, or performance of any of its terms or of any rights or obligations of the parties to this Contract shall be governed by California law, and any action brought by either party to enforce any of the terms of this Contract shall be filed in the Merced County Superior Court. If any claim, at law or otherwise, is made by either party to this Contract, the prevailing party shall be entitled to its costs and reasonable attorneys' fees.
This document, including all exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding each may have had prior to the execution of this Contract. This Contract shall not be altered, amended, or modified except by a writing signed by City and Contractor. No verbal X: \Forms\Agreements\Public WorksOn-Call Municipal Well Services Contract.docx 10 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE agreement or conversation with any official, officer, agent, or employee of City, either before, during, or after the execution of this Contract, shall affect or modify any of the terms or conditions contained in this Contract, nor shall any such verbal agreement or conversation entitle Contractor to any additional payment whatsoever under the terms of this Contract.
C. If any portion of this Contract or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Contract shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
D. The headings in this Contract are inserted for convenience only and shall not constitute a part hereof. A waiver of any party of any provision or a breach of this Contract must be provided in writing, and shall not be construed as a waiver of any other provision or any succeeding breach of the same or any other provisions herein.
E. Each Party hereto declares and represents that in entering into this Contract, it has relied and is relying solely upon its own judgment, belief, and knowledge of the nature, extent, effect, and consequence relating thereto. Each Party further declares and represents that this Contract is made without reliance upon any statement or representation not contained herein of any other Party or any representative, agent, or attorney of the other Party. The Partics agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms, and conditions of this Contract and that the decision of whether or not to seek the advice of counsel with respect to this Contract is a decision which is the sole responsibility of each of the Parties. Accordingly, no party shall be deemed to have been the dratter hereof, and the principle of law set forth in Civil Code § 1654 that contracts are construed against the drafter shall not apply.
F. In the event of a conflict between the term and conditions of the body of this Contract and those of any exhibit or attachment hereto, the terms and conditions set forth in the body of this Contract proper shall prevail.
In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by City shall prevail over those prepared by Contractor.
X:\Forms\Agreements\Public WorkslOn-Call Municipal Well Services Contract.docx 11 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE G. This Contract and all exhibits or documents referenced in this Contract supersede all previous Agreements either oral or in writing and constitute the entire understanding of the parties hereto.
SECTION 8. SURVIVAL
The provisions set forth in Sections 5 and 6 of this Contract shall survive termination of the Contract.
SECTION 9. COMPLIANCE WITH LAWS - NONDISCRIMINATION
A. Contractor shall comply with all applicable laws, ordinances, and codes of federal, state, and local governments.
B. In the performance of this Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, color, ancestry, national origin, religious creed, sex, sexual orientation, disability, age, marital status, political affiliation, or membership or nonmembership in any organization. Contractor shall take affirmative action to ensure applicants are employed and that employees are treated during their employment without regard to their race, color, ancestry, national origin, religious creed, sex, sexual orientation, disability, age, marital status, political affiliation, or membership or nonmembership in any organization. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff, or termination, rates of pay, or other forms of compensation and selection for training.
SECTION 10. PREVAILING WAGES - (Applies only if marked on the Authorization of Service Agreement Form)
A. A determination of the general prevailing rates per diem wages and holiday and overtime work where the work is performed is available for review upon request at the City of Merced, located at 678 West 18th Street, Merced, California 95340. Contactor and subcontractors will not pay less than the prevailing rates of wages. Contractor will post one copy of the prevailing rates of wages at the job site.
X:\FormslAgreements\Public WorkslOn-Call Municipal Well Services Contract.docx 12 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE B. Contractor shall forfeit as penalty to City the sum of Fifty Dollars ($50.00) for each calendar day or portion thereof, and for each worker paid less than the prevailing rates under the Agreement.
SECTION 11. REPRESENTATIVES
A. City's representative for this Contract is Johnnie Baptista, Public Works Manager - Water, telephone number (209) 384-4180. All of Contractor's questions pertaining to this Contract shall be referred to the above-named person, or to the representative's designee.
B. Contractor's representatives for this Contract are Brandon Obar, telephone number (909) 649-6529 and Mark Howard, telephone number (909) 322-2343. All of City's questions pertaining to this Contract shall be referred to the above-named person.
C. The representatives set forth herein shall have authority to give all notices required herein. City's City Manager is authorized to execute any amendment to this Contract, which does not increase the amount of compensation allowable to Contractor.
SECTION 12. NOTICES
A. All notices, requests, demands, and other communications hereunder shall be deemed given only if in writing signed by an authorized representative of the sender (may be other than the representatives referred to in Section 11) and delivered by facsimile, with a hard copy mailed first class, postage prepaid; or when sent by a courier or an express service guaranteeing overnight delivery to the receiving party, addressed to the respective parties as follows:
To City: To Contractor:
City of Merced, Public Works Layne Christensen Company
Atto: Johnnie Baptista Attn: Brandon Obar and/or
1776 Grogan Avenue Mark Howard
Merced, CA 95341 13160 BV Lake Court
Bakersfield, CA 93311
City Clerk City of Merced
678 West 18th Street
Merced, CA 95340
X:\Forms\Agreements\Public WorksIOn-Call Municipal Well Services Contract.docx 13 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE B. Either party may change its adress for the purposes of this Section by giving written notice of such change to the other party in the manner provided in this Section.
C. Noticc shall be demed effective upon: 1) personal service; 2) two days after mailing or transmission by facsimile, whichever is earlier.
SECTION 13. AUTHORITY TO CONTRACT
Each of the undersigned signatories hereby represents and warrants that they are authorized to execute this Contract on behalf of the respective parties to this Contract; that they have full right, power, and law ful authority to undertake all obligations as provided in this Contract; and that the execution, performance, and delivery of this Contract by said signatories has been fully authorized by all requisite actions on the part of the respective parties to this Contract.
SECTION 14. CONFORMANCE TO APPLICABLE LAWS
Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Contract, and should any agency or instrumentality of the federal or state government, including the courts, impose sanctions against the City for such use of unauthorized aliens, Contractor hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith.
SECTION 15. WAIVER
In the event that either City or Contractor shall at any time or times waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Contract, whether of the same or any other covenant, condition or obligation. Waiver shall not be deemed effective until and unless signed by the waiving party.
X: \Forms\Agreements\Public Works\On-Call Municipal Well Services Contract.docx 14 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE SECTION 16. AMENDMENT
This Contract shall not be amended, modified, or otherwise changed unless in writing and signed by both parties hereto by the authorized representative thereof.
SECTION 17. COUNTERPARTS
This Contract may be executed in one or more counterparts with each counterpart being deemed an original. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterparts executed by the other parties hereto are in the physical possession of the party or parties seeking enforcement thereof.
SECTION 18. DATE OF CONTRACT
The date of this Contract shall be the date it is signed by City.
IN WITNESS WHEREOF, City and Contractor have executed this Contract on the days and year set forth below:
CITY OF MERCED,
A California Charter-law
Municipal Corporation
Dated:
D. Scott McBride
City Manager
ATTEST:
D. SCOTT MCBRIDE, CITY CLERK
By: Assistant/Deputy City Clerk
X:Forms\Agreements\Public Works\On-Call Municipal Well Services Contract.docx 15 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE APPROVED AS TO FORM:
CRAIG J. CORNWELL, CITY ATTORNEY
Gang onwell 5/0/2024
ACCOUNT DATA:
M. VENUS RODRIGUEZ, FINANCE OFFICER
Verified by Finance Officer
{Signatures continued on next page}
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CONTRACTOR
05/17/2024 | 11:44 AM PDT
Dated:
-DocuSigned by:
BY: Mark Howard
-94E29E20D9394EB...
(Signature)
Mark Howard
(Typed Name)
Its: Area Manager, Bakersfield
(Title)
BY:_
(Signature)
(Typed Name)
Its:
(Title)
Taxpayer I.D. No. 48-0920712
ADDRESS: 13160 BV Lake Ct.
Bakersfield, CA 93311
TELEPHONE: 909-390-2833
FAX:
E-MAIL:[email protected]
Attachments:
Exhibit A (Scope of Work)
Exhibit B (Authorization for Service Agreement)
X:\Forms\Agreements|Public WorkslOn-Call Municipal Well Services Contract.docx 17 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE EXHIBIT "A"
SCOPE OF SERVICES
The Scope of Service is to be used as a general guide and is not intended to be a complete list of all services that may be requested. The City water utility includes twenty-one (21) wells which may occasionally require evaluation and/or repair. This contract is to provide planned and emergency maintenance and repair services for the City of Merced's wells, pumps, and electric motor assemblies, on an on-call, as-needed basis for a period of three years with the option to renew for one (1) additional one (1) year period. Typical services to be provided include:
• Respond to the City's Municipal Well needs in a timely manner. Contractor is expected on-site no later than 14 days after the City makes contact.
• The City's intent is to enter into an agreement with a single and/or multiple contractors) for the provision of these services on an as-needed basis. All performance pursuant to this agreement shall be on an "on-call" or "as-needed" basis. Any tasking shall be initiated solely by the City. Further, execution of an agreement by the City does not in any way guarantee that any tasking or request for on-call services will be issued to any party. Moreover, execution of an agreement by the City shall not entitle the other party to any form of payment or compensation from the City without first having issued tasking or request for services from the contractor.
• Some services may include, but are not limited to, repair, removal, installation, rehabilitation, replacement of pumps, motors, well columns, base plates, lube assembly, etc., and the furnishing of parts and labor in conjunction with such work. All work and general conditions shall be performed in accordance with the current Standard Specifications for Public Works Construction (the Green Book), the State Water Resource Control Board (SWRCB), the American Water Works Association (AWWA) Standards, and the National Electrical Manufacturers Association (NEMA) Standards. • The proposer may utilize the services of specialty subcontractors on those parts of the work that, under normal contracting practices, are performed by specialty subcontractor for specialized services directly related to the well service being provided, such as cranes, air-lifting, casing cleaning, CCTV (videos), swags, roofing, or fencing contractors. It is understood that at least 50 percent of the work to be performed shall be performed by the successful contractor. Any subcontractor used must adhere to the same terms and conditions as the successful contractor. The proposer is representing to City that proposer and any subcontractor has all appropriate licenses, certifications, and registrations to perform the work hereunder.
When requested, provide professional opinion and guidance with regards to response, scope, methodology, materials, equipment, and various other forms of input that are unique to a well service professional with regards to urgent repairs, long term planning.
This agreement will not include the drilling of new wells.
X:\Forms\Agreements\Public Works!On-Call Municipal Well Services Contract.docx 18 DocuSign Envelope ID: 3F2F291C-D3B2-4381-8CFB-29DB55A8D9BE EXHIBIT "B" CITY OF MERCED
AUTHORIZATION OF SERVICE AGREEMENT
Description of Services to be Provided: Official Use Only Check Box If Applicable To Project:
Business License (2)* Bonds (6)* Insurance (14)
Workers' Compensation (15)* Prevailing Wages (16)* License (1) * Numbers correspond to paragraph numbers on the Terms and Conditions attached hereto.
Contractor:
Scope of Services
1. 2.
3. Total Amount $
(a) By completing and executing this document, Contractor agrees to be bound to the Terms and Conditions in the On- incorporated by reference, and any other terms and conditions imposed by the City and attached hereto or in the Merced The individuals executing this contract represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
Contractor
Print Name Name of Business Entity
Date
Signature
- Contractor's License No.: _
Position/Title (If Applicable)
Official Use Only
Accepted by City of Merced
Date
City Manager or Designee
X:\Forms\Agreements\Public WorksOn-Call Municipal Well Services Contract.docx 19 DocuSign
Certificate Of Completion
Envelope Id: 3F2F291CD3B243818CFB29DB55A8D9BE Status: Completed Subject: City of Merced On-Call Municipal Well Services Contract Tyler Contract Number:
Source Envelope:
Document Pages: 19 Signatures: 1 Envelope Originator:
Certificate Pages: 5 Initials: 0 Jamie Cruz
AutoNav: Enabled 678W 18th Street
Envelopeld Stamping: Enabled Merced, CA 95340
Time Zone: (UTC-08:00) Pacific Time (US & Canada) [email protected] IP Address: 170.85.54.162
Record Tracking
Status: Original Holder: Jamie Cruz Location: DocuSign
5/7/2024 9:09:21 AM [email protected]
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Merced Location: DocuSign Signer Events Signature Timestamp
Mark Howard -DocuSigned by: Sent: 5/7/2024 9:17:32 AM
[email protected] Mark Howard Resent: 5/17/2024 10:59:22 AM Area Manager, Bakersfield -94E29E20D9394EB...
Viewed: 5/17/2024 11:04:42 AM
Security Level: Email, Account Authentication Signed: 5/17/2024 11:44:55 AM (Optional) Signature Adoption: Pre-selected Style
Using IP Address: 161.69.91.46
Electronic Record and Signature Disclosure:
Accepted: 5/17/2024 11:04:42 AM
ID: 2e52966f-2697-4e04-ad56-cf22a6e3cd98
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/7/2024 9:17:32 AM
Envelope Updated Security Checked 5/17/2024 10:59:21 AM Envelope Updated Security Checked 5/17/2024 10:59:21 AM Envelope Updated Security Checked 5/17/2024 10:59:21 AM Certified Delivered Security Checked 5/17/2024 11:04:42 AM Signing Complete Security Checked 5/17/2024 11:44:55 AM Completed Security Checked 5/17/2024 11:44:55 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 8/5/2022 8:11:21 AM Parties agreed to: Mark Howard
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Merced (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.
Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact City of Merced:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected] To advise City of Merced of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
To request paper copies from City of Merced
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Merced
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may;
11. send us an email to cityclerk @cityofmerced. org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to 'I agree to use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign system.
By selecting the check-box next to 'I agree to use electronic records and signatures', you confirm that:
• You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
• Until or unless you notify City of Merced as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Merced during the course of your relationship with City of Merced.