CONTRACT NO. 16-002
BETWEEN
VENTURA REGIONAL SANITATION DISTRICT
AND
WOOD BROS. INC.
FOR THE
TOLAND ROAD LANDFILL PHASE 4A EARTHWORK
AND LINER CONSTRUCTION PROJECT
THIS CONTRACT is made and entered into this 7th day of April, 2016 in the County of Ventura,
State of California, by and between the VENTURA REGIONAL SANITATION DISTRICT, a public
agency formed pursuant to California Health & Safety Code Section 4700 et seq., hereinafter “District,”
and WOOD BROS., INC., a California Corporation, hereinafter “Contractor.” Together, the Contractor
and the District shall be referred to herein as Parties.
RECITALS
A.
NOTICE INVITING SEALED BIDS: The District gave Notice Inviting Sealed Bids on
February 19, 2016 for bids to be submitted for the Toland Road Municipal Solid Waste
(MSW) Landfill Phase 4A Earthwork and Liner Construction Project (“Project”) by
published notice and posting in accordance with applicable state law.
B.
BID OPENING: On March 24, 2016, District representatives received and opened the bids
for the Project and read the bids aloud.
C.
PROJECT AWARD: On April 7, 2016, the District Board of Directors awarded the contract
for the Project to the Contractor and directed District staff to send the Contractor written
Notice of Award of the Project.
D.
The District Board of Directors conditioned award of the contract for the Project on the
Contractor’s providing executed copies of all documents specified in the contract list
included in the bid package for the Project within fifteen (15) calendar days of receiving
written Notice of Award of the Project.
E.
REQUIRED DOCUMENTS: The Contractor has provided the District executed copies of all
documents specified in the contract lists included in the bid package within fifteen (15)
calendar days of receiving written Notice of Award, unless noted otherwise.
AGREEMENT
In consideration of the promises, terms, conditions, and mutual covenants contained herein, the
Parties agree to abide by the following:
Section 1. Scope of Work.
A. Contractor agrees to perform and complete, within the time stipulated by the Parties in this
Contract, the construction of the Phase 4A earthwork and liner and associated landfill improvements as
more fully described and detailed in the District’s Bid No. 16-001 Contract Specifications for the Project,
Part III: SPECIFICATIONS, TECHNICAL SPECIFICATIONS & CONSTRUCTION QUALITY
ASSURANCE (CQA) PLAN, which is incorporated herein by reference as detailed in Section 2 below.
B.
Contractor shall provide all labor, materials, tools, equipment, apparatus, facilities and
transportation necessary to complete in a good and workmanlike manner the construction of the Phase 4A
liner and associated improvements as more fully described and detailed in the District’s Bid No. 16-001
Contract Specifications for the Project, Part III: SPECIFICATIONS, TECHNICAL SPECIFICATIONS
& CONSTRUCTION QUALITY ASSURANCE (CQA) PLAN, which is incorporated herein by
reference as detailed in Section 2 below.
C.
Contractor acknowledges and agrees that completion of the Phase 4A Earthwork including
liner subgrade construction will require approximately 210,000 cubic yards of excavation and 20,000
cubic yards of fill.
D. Completion of the Phase 4A Liner will include locating the existing liners and refuse below
the stockpiled soils by potholes and trenching, placement of clay liner on the floor (less than 1 acre),
preparation of floor and slopes for liner installation (approximately 5 acres), installation of Geosynthetic
Clay Liner on the slopes, installation of HDPE liners on the floor and slopes, and construction of
leachate collection and removal system (LCRS) including gravel drainage media and pipes.
E.
Unless otherwise provided, the Contractor shall furnish all materials, equipment, tools, labor
and incidentals necessary to complete the Work. No separate payment will be made for any item that is
not specifically set forth in the District’s Bid No. 16-001 Contract Specifications for the Project, Part I:
BID DOCUMENTS as completed by the Contractor, and all costs therefore shall be included in the prices
named in the BID DOCUMENTS from the Contractor for any work required in the District’s Bid No. 16001 Contract Specifications for the Project, Part II: CONTRACT AWARD DOCUMENTS. All work
shall be measured and paid at unit (CY, LF, LS, etc.) on BID DOCUMENTS.
F.
Unless otherwise noted, the specifications and standard plans of the latest edition of the
Green Book shall apply to this Contract
G. Contractor shall complete the work covered by this Contract in strict accordance with all
Contract Documents as specified herein. Contractor shall be liable to District for any damages arising
from Contractor's failure to fully comply with that obligation, and Contractor shall not be excused with
respect to any failure to so comply by any act or omission of District or its representatives, unless such act
or omission prevents Contractor from fully complying with the requirements of the Contract Documents,
and unless Contractor protests at the time of such alleged prevention that the act or omission is preventing
Contractor from fully complying with the Contract Documents. Such protest shall not be effective unless
prepared in writing and filed with District within three (3) days from the date of occurrence of the act or
omission preventing Contractor from fully complying with the terms and conditions of the applicable
Contract Documents.
Section 2. Contract Documents.
A. This Contract consists of the terms and conditions set forth herein and the Contractor’s
completed and submitted Ventura Regional Sanitation District Bid No. 16-001 Toland Road Landfill
Phase 4A Earthwork and Liner Construction Project Contract Specifications (202 pages) document which
is incorporated herein by reference as though set forth in full. See Exhibit A. Collectively, these
documents shall be referred to as “Contract Documents.” The Ventura Regional Sanitation District Bid
No. 16-001 Toland Road Landfill Phase 4A Earthwork and Liner Construction Project Contract
Specifications document is composed of the following parts:
Contract No. 16-002
Page 2
Part I: Bid Documents (as completed by the Contractor)
Notice Inviting Bids
Instructions to Bidders
Proposal Form
Bid Modification Form
Bid Form
Proposal Bid Bond
Non-Collusion Declaration
Statement of Qualifications
Part II: Contract Award Documents
Contract No. 16-002 (Draft)
Labor & Material [Payment] Bond
Performance Bond
Corporate Certificate
Certificate(s) of Insurance
Contractor’s Certificate of Compliance
Payment-in-Full Sworn Affidavit
Emergency Procedures
Part III: Specifications
General Provisions
Special Provisions
Technical Provisions
Drawings (titled “Toland Road Landfill Phase 4A Earthwork and Liner Construction Drawings”,
dated February 15, 2016. 11 sheets total.) (.PDF versions of project drawings are official documents
and .DWG versions are provided for convenience only))
Any Addenda
B.
Work required by one or a part of the above Contract Documents and not by others shall be
performed by Contractor as if required by all of the Contract Documents.
C.
In the unlikely event that there arises a conflict between the terms and conditions of the
Contract and the Contract Documents, the terms and conditions of this Contract shall prevail.
Section 3. Time for Completion.
Contractor’s work shall be commenced within fifteen (15) calendar days after receipt of the Noticeto-Proceed, and as specified therein, and shall be completed within one hundred (100) calendar days
after the work commencement date.
Section 4. Payment Bond.
Pursuant to Section 9550 of the California Civil Code, Contractor shall file with the District or the
appropriate District officer, a payment bond in a form acceptable to District and in an amount necessary
to satisfy the provisions of Section 9554 of the Civil Code.
Section 5. Liquidated Damages.
District and Contractor recognize that time is of the essence of this Contract and that the District
will suffer financial loss if the work is not completed within the time specified in Section 3 of this
Contract No. 16-002
Page 3
Contract and the attached exhibits, plus any extensions thereof allowed herein. They also recognize the
delays, expense and difficulties involved in proving the actual loss suffered by District if the work is not
completed on time. Accordingly, instead of requiring any such proof, District and Contractor agree that
as liquidated damages for delay (but not as a penalty). For the liner and associated work, Contractor shall
pay District the sum of $10,000 for each of the first 30 calendar days that expire after the time
specified herein, until the work is substantially complete. Contractor shall pay District the sum of $5,000
for each calendar day that expires after the initial 30 days beyond the time specified herein, until the
work is substantially complete.
“Substantial completion” is hereby defined as completion per Contract Documents and related
project plans and specifications of the Phase 4A landfill liner.
Section 6. Contract Price.
District shall pay to Contractor, and Contractor shall accept as full consideration for the faithful
performance of the Contract terms and conditions, subject to any additions, deductions or conditions as
provided in the Contract Documents, the total Contract compensation amount which shall not to exceed
Two Million Sixty Thousand Two Hundred Seven Dollars ($2,060,207).
Section 7. Dispute Resolution.
A. In accordance with California Public Contract Code Section 20104.2, the following
procedures apply to claims of three hundred seventy-five thousand dollars ($375,000) or less between the
Contractor and the District:
1.
The claim shall be in writing and include the documents necessary to substantiate the
claim. Claims must be filed on or before the date of final payment. Nothing in this subdivision is
intended to extend the time limit or supersede notice requirements otherwise provided by contract for the
filing of claims.
2.
For claims of less than fifty thousand dollars ($50,000), the District shall respond in
writing to any written claim within forty-five (45) calendar days of receipt of the claim, or may request, in
writing, within thirty (30) calendar days of receipt of the claim, any additional documentation supporting
the claim or relating to defenses to the claim the District may have against the Contractor.
a.
If additional information is thereafter required, it shall be requested and provided
pursuant to this subdivision, upon mutual agreement of the District and the Contractor.
b.
The District’s written response to the claim, as further documented, shall be
submitted to the Contractor within fifteen (15) calendar days after receipt of the further documentation or
within a period of time no greater than that taken by the Contractor in producing the additional
information, whichever is greater.
3.
For claims of over fifty thousand dollars ($50,000) and less than or equal to three
hundred seventy-five thousand dollars ($375,000), the District shall respond in writing to all written
claims within sixty (60) calendar days of receipt of claim, or may request, in writing, within thirty (30)
calendar days of receipt of the claim, any additional documentation supporting the claim or relating to
defenses to the claim the District may have against the Contractor.
a.
If additional information is thereafter required, it shall be requested and provided
pursuant to this subdivision, upon mutual agreement of the District and the Contractor.
Contract No. 16-002
Page 4
b.
The District’s written response to the claim, as further documented, shall be
submitted to the Contractor within thirty (30) calendar days after receipt of the further documentation, or
within a period of time no greater than that taken by the Contractor in producing the additional
information or requested documentation, whichever is greater.
4.
If the Contractor disputes the District’s written response, or if the District fails to
respond within the time prescribed, the Contractor may so notify the District, in writing, either within
fifteen (15) calendar days of receipt of the District’s response or within fifteen (15) calendar days of the
District’s failure to respond within the time prescribed, respectively, and demand an informal conference
to meet and confer for settlement of the issues in dispute. Upon a demand, the District shall schedule a
meet and confer conference within thirty (30) calendar days for settlement of the dispute.
5.
Following the meet and confer conference, if the claim or any portion remains in
dispute, the Contractor may file a claim as provided in Chapter 1 (commencing with Section 900) and
Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code.
For purposes of those provisions, the running of the period of time within which a claim must be filed
shall be tolled from the time the Contractor submits his or her written claim pursuant to subdivision (a)
until the time that claim is denied as a result of the meet and confer process, including any period of time
utilized by the meet and confer process.
6.
This section does not apply to tort claims, and nothing in this article is intended nor
shall be construed to change the time periods for filing tort claims or actions specified by Chapter 1
(commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6
of Title 1 of the Government Code.
B.
In accordance with California Public Contract Code Section 20104.4, the following
procedures apply to civil actions to resolve claims greater than three hundred seventy-five thousand
dollars ($375,000) between the District and the Contractor:
1.
Within sixty (60) calendar days, but no earlier than thirty (30) calendar days, following
the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless
waived by mutual stipulation of both parties. The mediation process shall provide for the selection within
fifteen (15) calendar days by both parties of a disinterested third person as mediator, shall be commenced
within thirty (30) calendar days of the submittal, and shall be concluded within fifteen (15) calendar days
from the commencement of the mediation unless a time requirement is extended upon a good cause
showing to the court or by stipulation of both parties. If the parties fail to select a mediator within the 15day period, any party may petition the court to appoint the mediator.
2.
If the matter remains in dispute, the case shall be submitted to judicial arbitration
pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil
Procedure, notwithstanding Section 1141.11 of that code. The Civil Discovery Act of 1986 (Article 3
(commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall
apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial
arbitration.
a.
Notwithstanding any other provision of law, upon stipulation of the parties,
arbitrators appointed for purposes of this article shall be experienced in construction law, and, upon
stipulation of the parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of
pay not to exceed their customary rate, and such fees and expenses shall be paid equally by the parties,
Contract No. 16-002
Page 5
except in the case of arbitration where the arbitrator, for good cause, determines a different division. In
no event shall these fees or expenses be paid by state or county funds.
b.
In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part
3 of Code of Civil Procedure, any party who, after receiving an arbitration award, requests a trial de novo
but does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that
chapter, pay the attorney’s fees of the other party arising out of the trial de novo.
3.
The court may, upon request by any party, order any witnesses to participate in the
mediation or arbitration process.
C.
In accordance with California Public Contract Code Section 20104.6:
1.
The District shall not fail to pay money as to any portion of a claim which is
undisputed except as otherwise provided in the contract.
2.
In any suit filed under Public Contract Code Section 20104.4 concerning this contract,
the District shall pay interest at the legal rate on any arbitration award or judgment. Such interest shall
accrue from date the suit was filed.
Section 8. Workers' Compensation.
Contractor shall comply with all provisions of California Labor Code Section 3700 et. seq. and
shall secure the payment of compensation to its employees. Contractor certifies that it is aware of its
statutory obligations requiring it to be insured against liability for workers' compensation or to undertake
self-insurance in accordance with the provisions of the Labor Code. Contractor agrees and warrants that
it will comply with its statutory obligations before commencing the performance of work on this contract.
Section 9. Prevailing Wages.
Contractor shall comply with the provisions of the California Labor Code pertaining to the payment
of prevailing per diem wage rates (§1720 et. seq.). Pursuant to Labor Code §1773.2, a copy of the
prevailing per diem wage rates in Ventura County is on file with the District Clerk of the Board. A copy
of these rates will be furnished to any interested party upon request. The Contractor shall post copies of
the prevailing wage schedule at the work site.
Section 10. Deposit of Securities in Lieu of Retention.
Contractor may deposit securities with the District in lieu of District withholding funds to ensure
performance under this Contract. Said deposit, if made, shall be in accordance with California Public
Contract Code §22300.
Section 11. Notices.
All notices or other official correspondence relating to contractual matters between the parties
hereto shall be made by personal service or by first class mail, postage prepaid, addressed to the parties as
follows:
District
Contractor
Ventura Regional Sanitation District
Wood Bros., Inc.
Contract No. 16-002
Page 6
Finance & Administration
1001 Partridge Drive, Suite 150
Ventura, California 93003-5562
Donald T. Wood, Secretary
P.O. Box 216
Lemoore, CA 93245
Notices delivered personally shall be deemed made and received on the date of service. Notices mailed
shall be deemed made and received three (3) calendar days after mailing.
Section 12. California Law.
This Contract shall be interpreted and construed pursuant to the laws of the State of California.
Venue for any Superior action arising out of this agreement shall be the County of Ventura.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first set
forth above.
VENTURA REGIONAL
SANITATION DISTRICT
By
Bert Perello, Chairman
Board of Directors
ATTEST
By
Michelle Ascencion, CMC
Clerk of the Board
APPROVED AS TO FORM: ARNOLD, LAROCHELLE,
MATHEWS, VANCONAS & ZIRBEL, LLP
By
ROBERT N. KWONG
Legal Counsel for District
APPROVED AS TO ADMINISTRATION:
By
MARK LAWLER, General Manager
WOOD BROS., INC.
By
DONALD T. WOOD, Secretary
Contract No. 16-002
Page 7