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HomeMy WebLinkAboutItem DAGENDA STAFF REPORT DATE: May 8, 2017 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Steve Myrter P.E., Director of Public Works SUBJECT: AWARD AND AUTHORIZE THE CITY MANAGER TO EXECUTE A CONSTRUCTION CONTRACT WITH ALL AMERICAN ASPHALT FOR WESTMINSTER AVENUE REHABILITATION PROJECT CIP NO. ST 1610 AND CIP NO. ST1509 FROM WEST CITY LIMITS TO SEAL BEACH BOULEVARD SUMMARY OF REQUEST: That the City Council adopt Resolution No. 6733: 1. Awarding a construction contract to All American Asphalt for the combined project of the Westminster Avenue Rehabilitation and Median Project, CIP No. ST1610 (Task 1) and CIP No. ST1509 (Task 2) in the total amount of $1,053,170.00, including the following: (a) for the Westminster Avenue Rehabilitation Project CIP No. ST1610 (Task 1), the amount of $815,527.00; (b) for the Westminster Avenue Median Improvement Project CIP No. ST1509 (Task 2), the amount of $237,643.00; and (c) rejecting all other bids; 2. Authorizing the City Manager to execute a construction contract on behalf of the City; 3. Authorizing the City Manager to approve contract change orders in connection with Task 1 and Task 2, not to exceed a total of $52,700; and 4. Approving Budget Amendment No. BA 17 -11 -01 allocating additional Measure M2 Funds in the amount of $119,000 to Westminster Avenue Median Improvement Project CIP No. ST1509 (Task 2). BACKGROUND AND ANALYSIS: The Orange County Transportation Authority (OCTA) Arterial Pavement Management (APM) Program is a grant available to local agencies, to address pavement maintenance and improve the functional pavement condition throughout Orange County. Agenda Item D At the December 14, 2015 City Council meeting, the City Council authorized the City Manager to execute the Cooperative Agreement with OCTA awarding $500,000 in Federal Regional Surface Transportation Program funds to be utilized for the Westminster Avenue Rehabilitation Project, CIP No. ST1610. This grant required that City provide a minimum of $500,000 in local matching funds. The scope of the work was limited to the rehabilitation of failed pavement sections, cold mill, and pavement overlay provided along Westminster Avenue between Seal Beach Boulevard and the west City limit. For purposes of grant invoicing and cost tracking this work was grouped in the current bid documents as Task 1 (or participating work). The Engineer's Estimate to complete this participating work was $1,000,000. The Westminster Avenue Median Improvement Project CIP No. ST1509 consists of soil preparation, landscaping, and irrigation improvements to the existing medians planting area located in Westminster Avenue between Seal Beach Boulevard and the west city limit. This work does not qualify for the OCTA grant funding and thus for purposes of grant invoicing and cost tracking this work was grouped in the current bid documents as Task Set 2 (or non - participating work). The Engineer's Estimate to complete this non - participating work was $130,600. Staff combined both projects Task 1 and Task 2 into one project to achieve savings of scale and reduce the overall project cost. The chronological sequence of construction is landscaping the medians and then paving, which alleviates harming the newly paved roadway. The limits of Task 1 and Task 2 are along Westminster Avenue from West City Limits to Seal Beach Boulevard. At the March 27, 2017 City Council meeting, the City Council approved the plans and specifications for Task 1 and Task 2 and authorized the solicitation for bids. On April 27, 2017, the City Clerk's office received four bids with the following results: Rank Contractor Task 1 Bid Task 2 Bid Total Bid 1 All American Asphalt 1 $ 815 527.00 $ 237 643.00 $ 10,53 170.00 2 Excel Paving Company $ 941,350.00 $ 197533.00 $ 1,138,883.00 3 R.J. Noble Com an $ 895,940.00 $ 248,134.00 $ 1 144,074.00 4 Hardy & Harper, Inc. $ 996 000.00 $ 266 000.00 $ 1,262,000.00 Based upon the references, qualifications, work experience, and cost, staff recommends selecting All American Asphalt as the lowest responsible bidder at a total combined bid of $1,053,170.00. ENVIRONMENTAL IMPACT: Delivery of this project requires environmental compliance with the National Environmental Protection Act (NEPA) and the California Environmental Quality Act (CEQA). Both NEPA and CEQA compliance documents have been Page 2 approved. Caltrans issued a Categorical Exclusion under NEPA in October 2015. The City also previously approved notices of exemption finding that the project is categorically exempt from CEGA under State CEOA Guidelines Section 15301 (Existing Facilities), Class 1, subsections (c) and (h). LEGAL ANALYSIS: The City Attorney has reviewed and approved as to form. FINANCIAL IMPACT: In the approved FY 2016/17 Budget, $1,000,000 of State Gas Tax, Measure M2 and Citywide Grants funds are identified for Westminster Avenue Rehabilitation Project CIP No. ST1610 (Task 1) and $130,600 of CFD Landscape fund for Westminster Avenue Median Improvement Project CIP No. ST1509 (Task 2). Given that the grant allocation is from a separate funding source, the accounting will be kept separate for reimbursement reporting purposes. The tables below presents the estimated breakdown of the project cost: Task Account 1 Proposed Budget 2 Contract Professional Total Budget $ 1,000,000.00 $ 130,600.00 $ 1,130,600.00 Contract Amount $ 815,527.00 $ 237643.00 $ 1,053,170.00 Contingency $ 40,800.00 $ 11 900.00 $ 52 700.00 Difference $ 143,673.00 $ 118 943.00 $ 24,730.00 The total contract amount for All American Asphalt is $1,053,170.00. Budget Amendment No. BA 17 -11 -01 in the amount of $119,000.00 is recommended for approval to provide sufficient funds to complete Task 2. The following is the breakdown of the budget amendment: Description Account Revised/Adopted Budget Proposed Budget Budget (diff) Amendment Contract Professional 045- 333 -44000 ,964,300 $ 13,083,300 $ 119,000 Transfer In 045 - 000.31500 iii j12,964,300 $ 13,083,300 $ 119,000 Transfer Out 042- 099.47000 050,000 $ 1,169,000 1 $ 119,000 RECOMMENDATION: That the City Council adopt Resolution No. 6733: 1. Awarding a construction contract for Westminster Avenue Rehabilitation Project CIP No. ST1610 (Task 1) and CIP No. ST1509 (Task 2) to All American Asphalt in the amount of $1,053,170.00, which includes $815,527.00 for Westminster Avenue Rehabilitation Project CIP No. ST1610 (Task 1), and $237,643.00 for Westminster Avenue Median Improvement Project CIP No. ST1509 (Task 2); and reject all other bids; Page 3 2. Authorizing the City Manager to execute a construction contract on behalf of the City; 3. Authorizing the City Manager to approve contract change orders in connection with Task 1 and Task 2, not to exceed a total of $52,700; and, 4. Approving Budget Amendment No. BA 17 -11 -01 allocating additional Measure M2 Funds in the amount of $119,000 to Westminster Avenue Median Improvement Project CIP No. ST1509 (Task 2). SUBMITTED BY: NOTED AND APPROVED: 1A Qu Steven yrt r, P.E. 11 . Ingram, City Mioager Director of Public Works Prepared by: Cesar Rangel P.E., Associate Engineer Attachments: A. Resolution No. 6733 B. Contract Agreement Page 4 RESOLUTION NUMBER 6733 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTION CONTRACT WITH ALL AMERICAN ASPHALT FOR WESTMINSTER AVENUE REHABILITATION PROJECT CIP NO. ST1610 AND WESTMINSTER AVENUE MEDIAN IMPROVEMENT PROJECT CIP NO. ST1509 FROM WEST CITY LIMITS TO SEAL BEACH BOULEVARD, AND APPROVING BUDGET AMENDMENT NO. BA 17 -11 -01 WHEREAS, on March 27, 2017, the City Council of the City of Seal Beach approved the plans and specifications for the Westminster Avenue Rehabilitation Project CIP No. ST1610 (Task 1) and Westminster Avenue Median Improvement Project CIP No. ST1509 (Task 2); and authorized the solicitation for bids; and WHEREAS, Task 1 is grant- funded through the Orange County Transportation Authority (OCTA) Arterial Pavement Management (APM) Program, and Task 2 is not grant- funded; and WHEREAS, the OCTA grant funding requires that the City separate the construction performed for Task 1 and Task 2 for participating and non- participating funding sources; and WHEREAS, the solicitation for bids combined both projects, Westminster Avenue Rehabilitation Project CIP No. ST1610 (Task 1) and Westminster Avenue Median Improvement Project CIP No. ST1509 (Task 2), keeping the project accounting separately. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1. The City Council hereby awards a construction contract to All American Asphalt for the combined project consisting of the Westminster Avenue Rehabilitation Project CIP No. ST1610 (Task 1) and the Westminster Avenue Median Improvement Project CIP No. ST1509 (Task 2), in the total amount of $1,053,170.00, and including the following: (a) for the Westminster Avenue Rehabilitation Project CIP No. ST1610 (Task 1), the City Council awards the amount of $815,527.00; (b) for the Westminster Avenue Median Improvement Project CIP No. ST1509 (Task 2), the City Council awards the amount of $237,643.00; and (c) the City Council rejects all other bids. SECTION 2. The City Council hereby authorizes and directs the City Manager to execute the contract on behalf of the City. SECTION 3. The City Council hereby authorizes the City Manager to approve payments for additional change orders in connection with Task 1 and Task 2, in Resolution Number 6733 the cumulative amount not to exceed $52,700.00. SECTION 4. The Council hereby approves Budget Amendment No. BA 17 -11 -01 to modify the Fiscal Year 201612017 budget for Westminster Avenue Median Improvement Project CIP No. ST1509 (Task 2), as follows: Description Account Revised/Adopted Budget Proposed Budget Budget (diff) Amendment Contract Professional 045- 333 -44000 $ 12,964,300 $ 13,083,300 $ 119,000 Transfer In 045 - 000 -31500 $ 12 964300 $ 13,083,300 $ 119,000 Transfer Out 042 - 099 -47000 $ 1,050,000 $ 1,169,000 $ 119,000 PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 8th day of May , 2017 by the following vote: AYES: Council Members: NOES: Council Members: ABSENT: Council Members: ABSTAIN: Council Members: Sandra Massa - Lavitt, Mayor ATTEST: Robin L. Roberts, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Robin L. Roberts, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number 6733 on file in the office of the City Clerk, passed, approved, and adapted by the Seal Beach City Council at a regular meeting held on the 8th day of May , 2017. Robin L. Roberts, City Clerk PUBLIC WORKS AGREEMENT FOR WESTMINSTER AVENUE REHABILITATION PROJECT CIP NO. ST1610 FEDERAL PROJECT NO. STPL -5229 (016)(TASK 1) AND WESTMINSTER AVENUE MEDIAN IMPROVEMENT PROJECT CIP NO. ST1509 (TASK 2) between 10 City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 All American Asphalt 400 East Sixth Street Corona, CA 92879 (951) 736 -7600 (951) 736 -7646 - FAX THIS AGREEMENT is made as of May 8. 2017 by and between the City of Seal Beach, a California charter city ( "City "), and All American Asphalt. a General Contractor ( "Contractor'). 1 of 9 the RECITALS A. WHEREAS, the City Council has approved the plans and specifications for with respect B. WHEREAS, Contractor has submitted a bid to City for the Project dated April 27. 2017 in the amount of $1.053.170.00 ( "Accepted Proposal" hereinafter). The Accepted Proposal is attached hereto as Exhibit G and contains, among other things, provisions defining the Project scope. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: AGREEMENT 1. Contractor's Services. 1.1 Scope and Level of Services. For and in consideration of the mutual promises set forth herein, and subject to the terms and conditions set forth in this Agreement, Contractor shall perform and complete in good and workmanlike manner all work ("Work ") required by this Agreement and the documents listed in Subsection 1.2 for the Project. 1.2 Contract Documents. The "Contract Documents" that comprise the agreement between the City and the Contractor are the: Notice Inviting Bids, Instructions to Bidders, Accepted Proposal, Non - Collusion Affidavit, Bid Schedule(s), List of Subcontractors, Contractor's Industrial Safety Record, Contractor's Qualification Statement, Bid Security Forms for Check or Bond, Specifications, General and Special Provisions and documents referenced therein, all addenda as prepared prior to the date of bid opening setting forth any modifications or interpretations of any of said documents, this Agreement, Exhibits attached to this Agreement, including but not limited to the Performance Bond (Exhibit A), Payment Bond (Exhibit B), Workers' Compensation Insurance Certificate (Exhibit C), Insurance Endorsements (Exhibit D), Acknowledgment of Penal and Civil Penalties Concerning Contractor Licensing Laws (Exhibit E), Labor Law Requirements (Exhibit F), Indemnification and Hold Harmless (Exhibit G), Required Contract Provisions Federal -Aid (Exhibit H), Federal Wage Rates (Exhibit 1), Accepted Proposal (Exhibit J), and any and all supplemental agreements executed amending or extending the Work contemplated and that may be required to complete the Work in a substantial and acceptable manner. These Contract Documents are hereby incorporated into this Agreement. 1.3 The Work shall be performed in accordance with the Plans, Specifications and other Contract Documents. Contractor shall furnish at its own expense all labor, materials, equipment and services necessary therefor, except such 2of9 labor, materials, equipment and services as are specified in the Contract Documents to be furnished by City. 1.4 In the event of any material discrepancy between the express provisions of this Agreement and the provisions of the other Contract Documents, the provisions of this Agreement shall prevail. 2. Effective Date. This Agreement is effective as of May 8. 2017 (the "Effective Date "), and shall remain in full force and effect until Contractor has rendered the services required by this Agreement. 3. Payment. For performing and completing the Work in accordance with the Contract Documents, City shall pay Contractor, in full compensation therefor, the amount of $1.053.170.00, subject to any additions and deletions pursuant to the terms of the Contract Documents. Said sum shall constitute payment in full for all work performed hereunder, including, without limitation, all labor, materials, equipment, tools and services used or incorporated in the Work, supervision, administration, overhead, expenses and any and all other things required, furnished or incurred for completion of the Work as specified in the Contract Documents. City shall make payments to Contractor on account of the contract sum at the time, in the manner, and upon the conditions specified in the Contract Documents. The City Manger may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 4. Contractor's Personnel 4.1 All Work shall be performed by Contractor or under Contractor's direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by state and local law and by the Notice Inviting Bids/Instructions to Bidders to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. 4.2 Contractor shall be responsible for payment of all employees' wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractors employees. 4.3 Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of city officials, from any and all liabilities, damages, claims, costs and expenses of any nature to the extent arising from Contractor's alleged violations of personnel practices. 4.4 Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its 3of9 agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents, or employees are in any manner employees of City. Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the work performed pursuant to this Agreement. 4.5 City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section 4. 5. Indemnification. 5.1 Contractors Duty. Contractor shall defend, indemnify, and hold the City, its elected officials, officers, employees, volunteers, agents, and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees ") free and harmless 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, bid protests, stop notices, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a "Claim," collectively, "Claims"), in any manner arising out of or incident to the performance of the Agreement, including without limitation, the payment of all consequential damages and attorneys' fees and other related costs and expenses. Further, Contractor shall appoint competent defense counsel, at Contractors own cost, expense and risk, to defend any and all such suits, actions or other legal proceedings of every kind arising out of or incident to the performance of the Agreement that may be brought or instituted against Indemnitees. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or the other Indemnitees in any such suit, action, or other legal proceeding arising out of or incident to the performance of the Agreement. Contractor shall reimburse the City and the other Indemnitees, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractors obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnity shall apply to all Claims and liability regardless of whether any insurance policies are applicable. 5.2 Bid Protests. In addition to its obligations pursuant to Section 5.1, Contractor shall reimburse the City for all attorneys' fees and costs incurred by City in connection with, arising out of or incident to any bid protest. 5.3 _City's Sale Negligence. Nothing in Section 5.1 shall be construed to require Contractor to indemnify Indemnitees for that portion of any Claim to the extent arising from the sole negligence or willful misconduct of the Indemnitees. 4of9 5.4 Nonwaiver of Riahts. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 5.5 Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses, and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor. 5.6 Survival. The provisions of this Section 5 shall survive the termination of the Agreement and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against a Contractor shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 6. Insurance. 6.1 Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and its agents, representatives, employees and subcontractors. The policy limits set forth below do not act as a limitation upon the amount of indemnification to be provided by Contractor. Contractor shall complete and execute the following documents attached as Exhibits hereto and incorporated herein by this reference: 6.1.1 Exhibit D -1: Additional Insured Endorsement Commercial General Liability. Automobile Liability. 6.1.2 Exhibit D -2: Additional Insured Endorsement 6.1.3 Exhibit D -3: Additional Insured Endorsement. 6.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: 6.2.1 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 6.2.2 Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 6.2.3 Insurance Services Office form number CG 20 10 11 85 (Ed. 11185) covering Additional Insured — Owners, Lessees or Contactors (Form B). 5of9 6.2.4 Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 6.2.4.1 Professional Liability insurance. Unless the City waives in the requirement for orofessional liability insurance. Contractor shall provide to Citv the standard form issued by the carrier. 6.3 Minimum Limits of Insurance. Contractor shall maintain limits no less than: 6.3.1 General Liability: $2,000,000 per occurrence and in the aggregate for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. 6.3.2 Automobile Liability: $2,000,000 per occurrence for bodily injury and property damage. 6.3.3 Employer's Liability: $1,000,000 per occurrence and in the aggregate for bodily injury or disease and Workers' Compensation Insurance in the amount required by law. 6.4 Deductibles and Self- Insured Retentions. Contractor shall inform City of any deductibles or self - insured retentions except with rasped to any professional liability insurance. 6.5 Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 6.5.1 City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. 6.5.2 For any claims related to this Agreement, Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self- insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Contractor's insurance and shall not contribute with it. 6of9 6.5.3 Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 6.5.4 Each insurance policy required by this Section 6 shall be endorsed to state that coverage shall not be canceled or materially modified except after 30 days prior written notice by first class mail has been given to City. 6.5.5 Each insurance policy, except for any professional liability policy, required by this Section 6 shall expressly waive the insurer's right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city or agency officials. 6.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VIII unless waived in writing by City's Risk Manager. 6.7 Verification of Coverage. All insurance coverages shall be confirmed by execution of endorsements on forms approved by the City. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before services commence. As an alternative to City forms, Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. 7. Liquidated Damages. Should the Contractor fail to complete the project, or any part thereof, in the time agreed upon in the Contract, the Contractor shall reimburse the City for the additional expense and damage for each calendar day that the Contract remains uncompleted after the Contract completion date. It is agreed that the amount of such additional expense and damage incurred by reason of failure to complete the Contract is the per diem rate of $750.00 per calendar day. Such amount is hereby agreed upon as liquidated damages for the loss to the City resulting from the failure of the Contractor to complete the project within the allotted time and to the value of the operation of the works dependent thereon. It is expressly understood and agreed that this amount is a reasonable amount and is established in lieu of damages that are incapable of calculation at the inception hereof; and this amount is not to be considered in the nature of a penalty. The City shall have the right to deduct such damages from any amount due, or that may become due to the Contractor, or the amount of such damages shall be due and collectible from the Contractor or the Contractor's Surety. Progress payments made after the scheduled completion date shall not constitute a waiver of liquidated damages. 8. Suspension. City may, in writing, order Contractor to suspend all or any part of the Contractor's Services for the convenience of City or for work stoppages beyond the control of City or Contractor. A suspension of the Services does not void this Agreement. 7of9 9. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Contractor's and City's regular business hours or by facsimile before or during Contractors regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: City Clerk City of Seal Beach 211 -8th Street Seal Beach, California 90740 Telephone: (562) 431 -2527 Fax: (562) 493 -9857 With a copy to: Public Works Director City of Seal Beach 211 -8th Street Seal Beach, California 90740 If to Contractor: All American Asphalt 400 East Sixth Street Corona, CA 92879 Telephone: (951) 736 -7600 Fax: (9511736-7646 Attn: Mark Luer 10. Non- Assianability: Subcontracting. Contractor shall not assign, transfer, or subcontract any interest in this Agreement or the performance of any of Contractor's obligations hereunder. Any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 11. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs the Services. 12. Claim Dispute Resolution. 12.1 In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of Work, but shall proceed with the performance of the Work in dispute. Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The Disputed Work will be categorized as an "unresolved dispute" and payment, if any, shall be as later determined by mutual agreement or a court of law. 8of9 Contractor shall keep accurate, detailed records of all Disputed Work, claims and other disputed matters. 12.2 All claims arising out of or related to the Contract Documents or this Project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 at seq.) with regard to filing claims. All such claims are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 at seq. (Article 1.5), where applicable. This Contract hereby incorporates those provisions as though fully set forth herein. Thus, Contractor or any Subcontractor must file a claim in accordance with the Government Claims Act as a prerequisite to filing a construction claim in compliance with Section 9204 and Article 1.5 (if applicable), and must then adhere to Article 1.5 and Section 9204, as applicable, pursuant to the definition of "claim" as individually defined therein. 13. Non - Waiver of Terms. Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 14. Attorneys' Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including all attorneys' fees incurred in connection therewith. 15. Construction. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 16. Entire Agreement. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Contractor and City. This Agreement supersedes all prior oral or written negotiations, representations, or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. 17. Severebility. The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. 9of9 CITY OF SEAL BEACH By: Jill R. Ingram, City Manager Attest: By: Robin Roberts, City Clerk Approved as to Form: By: Craig A. Steele, City Attorney 10 of ;0Zi1=11111TOUG7. By: y /mac. / / /r✓C� Name: Edward J 'Carson Title: Vice President Name: Title: Michael Farkas. Secretary EXHIBIT A FAITHFUL PERFORMANCE BOND EXHIBIT B PAYMENT BOND EXHIBIT C WORKERS' COMPENSATION INSURANCE CERTIFICATE EXHIBIT D -1 ADDITIONAL INSURED ENDORSEMENT (COMMERCIAL GENERAL LIABILITY) EXHIBIT D -2 ADDITIONAL INSURED ENDORSEMENT (AUTOMOBILE LIABILITY) EXHIBIT D -3 ADDITIONAL INSURED ENDORSEMENT EXHIBIT E ACKNOWLEDGMENT OF PENAL AND CIVIL PENALTIES CONCERNING CONTRACTOR LICENSING LAWS EXHIBIT F LABOR LAW REQUIREMENTS EXHIBIT G INDEMNIFICATION AND HOLD HARMLESS EXHIBIT H REQUIRED CONTRACT PROVISIONS FEDERAL -AID (FORM FHWA -1273) EXHIBIT I FEDERAL WAGE RATES EXHIBIT J ACCEPTED PROPOSAL (NOTE: Exhibits will not be included with the contract at the time of award. The Contractor shall have 10 working days to submit all exhibits to the City after the award of contract. Failure to do so will result in voiding of the contract. The City will then have the right to cash the bid bond for the project and re- advertise for construction or award to the next lowest responsive bidder.)