HomeMy WebLinkAboutAGMT - ProSurface (Court Resurfacing 6 tennis & 1 basketball)AGREEMENT FOR SEAL BEACH TENNIS CENTER
AND MARINA PARK( COURT RESURFACING
between
City of Sea! Beach
211 - 8th Street
Seal Beach, CA 90740
0
ProSurface
P.O. Box 80878
Rancho Santa Margarita, CA 92688
714 - 348 -6427
This Agreement for Tennis and Basketball Court Resurfacing and Net Replacement
( "the Agreement') is made as of February 12, 2018 (the "Effective Date "), by and
between ProSurface, a sole proprietor ( "Contractor "), and the City of Seal Beach
( "City "), a California charter city, (collectively, "the Parties ").
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RECITALS
A. City desires certain repaving and replacement services including
resurfacing of both tennis and basketball courts at The Seal Beach Tennis Center and
Marina Park, and replacement of certain tennis and basketball nets at said locations
(collectively "the Project ").
B. Pursuant to the authority provided by its City Charter and Chapter 3.20 of
the Seal Beach Municipal Code, the City solicited bids from vendors experienced in the
work needed to carry out the Project.
C. Contractor submitted bids for performance of the Project from at least
three vendors, and City determined that Contractor submitted the lowest acceptable
quotation.
D. City desires to engage Contractor to carry out the Project in the manner
set forth herein and more fully described in Section 1.
E. Contractor represents that its principal members and employees are fully
qualified and able to carry out the Project contemplated by this Agreement in a good
and professional manner; and it desires to perform the Project as provided herein.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree as follows.
AGREEMENT
1.0 Scope of Work
1.1. Contractor shall provide the tasks, services and other work (collectively
"Work ") for completion of the Project, as set forth in the attached Exhibit "A" (Solicitation
for Vendor Quotes dated December 12, 2017), and Exhibit "B" (ProSurface Proposal).
1.2. The complete agreement between the Parties includes this Agreement
and Exhibit "A" and Exhibit "B ", attached hereto, which are hereby incorporated by this
reference. The specific terms and conditions of this Agreement shall control and have
precedence over any contradictory or inconsistent terms and conditions included in
Exhibits "A" and "B ", and this Agreement shall be controlling in questions of
interpretation.
1.3. Contractor shall perform and complete all Work under this Agreement on a
timely, regular basis and in a good and workmanlike manner reasonably satisfactory to
the City.
1.4. In performing this Agreement, Contractor shall comply with all applicable
provisions of federal, State, and local law.
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1.5. As a material inducement to City to enter into this Agreement, Contractor
hereby represents that it has the experience necessary to undertake the Work to be
provided. In light of such status and experience, Contractor hereby covenants that it
shall follow the customary professional standards in performing all Work.
1.6. By executing this Agreement, Contractor represents that, to the extent
required by the standard of practice, Contractor (a) has investigated and considered the
scope of Work to be performed, (b) has carefully considered how the Work should be
performed, and (c) understands the facilities, difficulties and restrictions attending
performance of the Work under this Agreement.
2.0 Term
The term of this Agreement shall be for about eight (8) months, and shall
commence as of 12:01 a.m. on February 12, 2018 and shall terminate at midnight on
October 12, 2018, unless previously terminated as provided by this Agreement.
3.0 Contractor's Compensation
For performing and completing the Work in accordance with this Agreement, City
will pay Contractor in accordance with the cost proposal shown on the fee schedule set
forth in Exhibit "B" for Services, but in no event will the City pay more than $28,500.
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
this Agreement. Contractor will not be compensated for any work performed not
specified in the Scope of Work as defined in this Agreement unless the City authorizes
such additional work in advance and in writing. Payment for additional work in excess
of the City Manager's contracting authority requires prior City Council authorization.
Any additional work authorized by the City pursuant to this Section will be compensated
in accordance with the billing rates set forth in Exhibit B.
4.0 Method of Payment
Contractor shall submit to City monthly invoices for all Work rendered pursuant to
this Agreement. Such invoices shall be submitted within 15 days of the end of the
month during which the Work was performed and shall describe in detail the Work
rendered during the period, the days worked, number of hours worked, the hourly rates
charged, and the Work performed for each day in the period. City will pay Contractor all
undisputed fees within 30 days of receiving Contractor's invoice. City will not withhold
any applicable federal or state payroll taxes or other required taxes or other authorized
deductions from payments made to Contractor for Work performed under this
Agreement.
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5.0 Termination
5.1. This Agreement may be terminated by City, without cause, or by
Contractor based on reasonable cause, upon giving the other party written notice
thereof not less than thirty (30) days prior to the date of termination.
5.2. Notwithstanding Subsection 5.1, this Agreement may be terminated by
City upon 10 days' notice to Contractor if Contractor fails to provide satisfactory
evidence of renewal or replacement of any insurance policy required by this Agreement
at least 30 days before the expiration date of the previous policy(ies).
5.3. Notice of termination shall be given in accordance with Section 7.0.
6.0 Party Representatives
6.1. The Director of Public Works is the City's representative for purposes of
this Agreement.
6.2. Jeff Frantz, Owner, is Contractor's representative for purposes of this
Agreement. Contractor may not change its representative without the prior written
approval of City, which approval shall not be unreasonably withheld.
7.0 Notices
7.1. All notices permitted or required under this Agreement shall be deemed
made when personally delivered or when mailed 48 hours after deposit in the United
States Mail, first class postage prepaid and addressed to the party at the following
addresses:
To City: City of Seal Beach
211 - 8th Street
Seal Beach, California 90740
Attn: City Manager
To Contractor: ProSurface
P.O. Box 80878
Rancho Santa Margarita, California 92688
Attn: Jeff Frantz, Owner
7.2. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
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8.0 Personnel
Contractor has or shall secure, at its own expense, all personnel required to
perform all Work under this Agreement. Any person who performs any of the Work
shall possess the qualifications, permits, and licenses required by State and local law to
perform such Work.
9.0 Independent Contractor
9.1. Contractor is and shall at all times remain an independent contractor and
not an employee of the City, and neither Contractor or any of its principals, directors,
officers or employees are entitled to participate in any wages, salaries, pension plan,
insurance, bonus or similar benefits that City provides for its employees. All Work
provided pursuant to this Agreement shall be performed by Contractor or under its
exclusive supervision, direction and control. Contractor will determine the means,
methods, and details of performing the Work. Contractor shall be solely responsible for
the satisfactory work performance of all personnel engaged in performing the Work and
compliance with the customary professional standards.
9.2. Any personnel of Contractor performing Work under this Agreement on
behalf of Contractor shall also not be employees or agents of City and shall at all times
be under Contractor's exclusive supervision, direction and control. Contractor shall pay
all wages, salaries, and other amounts due its personnel in connection with their
performance of Work under this Agreement and as required by law. Contractor shall be
responsible for all reports, withholdings, deductions and other obligations respecting
such personnel, including, but not limited to: Social Security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
9.3. To the fullest extent permitted by law, Contractor shall defend (with legal
counsel acceptable to City), indemnify and hold harmless City and its elected and
appointed officials, officers, employees, attorneys, agents, servants, designated
volunteers, those City agents serving as independent contractors in the role of City
officials, from any and all liability, damages, claims, costs and expenses of any nature to
the extent arising from or caused by Contractor's personnel practices or any negligent
or willful act or omission of Contractor related to or arising out of this Section 9.0. In
addition to any other remedies under this Agreement or law, 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 or refusal to
promptly defend, indemnify and pay to City any defense costs, reimbursement or
indemnification arising under this Section 9.0. Contractor's defense and indemnification
obligations under this Section are in addition to Contractor's defense and
indemnification obligations of Section 14.0.
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10.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of City. Contractor is fully responsible to City for the performance of any and
all subcontractors.
11.0 Assignment
Contractor shall not assign or transfer any interest in this Agreement whether by
assignment or novation, without the prior written consent of City. Any purported
assignment without such consent shall be void and without effect.
12.0 Inspection and Audit of Records
Contractor shall maintain complete and accurate records with respect to all Work
and other matters covered under this Agreement, including but expressly not limited to,
all Work performed, salaries, wages, invoices, time cards, cost control sheets, costs,
expenses, receipts and other records with respect to this Agreement. Contractor shall
maintain adequate records on the Work provided in sufficient detail to permit an
evaluation of all Work in connection therewith. All such records shall be clearly
identified and readily accessible. At all times during regular business hours, Contractor
shall provide City with free access to such records, and the right to examine and audit
the same and to make copies and transcripts as City deems necessary, and shall allow
inspection of all program data, information, documents, proceedings and activities and
all other matters related to the performance of the Work under this Agreement.
Contractor shall retain all financial and program service records and all other records
related to the Work and performance of this Agreement for at least three (3) years after
expiration, termination or final payment under this Agreement, whichever occurs later.
City's rights under this Section 12.0 shall survive for three (3) years after expiration,
termination or final payment under this Agreement, whichever occurs later.
13.0 Insurance
13.1. Liability Insurance. Contractor shall procure and maintain in full force and
effect for the duration of this Agreement insurance against claims for bodily injury,
death, personal injury, property damage and professional negligence which may arise
from or in connection with the performance of the Work hereunder by Contractor, and its
directors, officers, employees, agents, representatives, and subcontractors.
13.2. Minimum Scope of Insurance. Unless otherwise approved by City,
coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage
(occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering
Automobile Liability, code 1 (any auto).
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than:
Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
Professional Liability insurance (or Errors and Omissions insurance).
Contractor shall provide to City the standard form issued by the carrier.
13.3. Minimum Limits of Insurance. Contractor shall maintain limits no less
General Liability: $2,000,000 per occurrence and in the aggregate for
bodily injury, death, 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.
Automobile Liability: $1,000,000 per accident for bodily injury and
property damage.
Employer's Liability: $1,000,000 per accident and in the aggregate for
bodily injury or disease; and Workers' Compensation Insurance in the
amount required by law.
Professional Liability (or Errors and Omissions Insurance): $1,000,000
per claim /aggregate.
13.4. Deductibles and Self- Insured Retentions. Contractor shall inform City of
any deductibles or self- insured retentions except with respect to professional liability
insurance.
13.5. Other Insurance Provisions. The general liability and automobile liability
policies are to contain, or be endorsed to contain, the following provisions:
13.5.1. City, its elected and appointed officers, officials, employees,
servants, attorneys, agents, designated volunteers, and those City agents serving as
independent contractors in the role of City officials, shall 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 elected and appointed officers, officials, employees, servants,
attorneys, agents, designated volunteers, and those City agents serving as independent
contractors in the role of City officials which are not also limitations applicable to the
named insured.
13.5.2. For any claims related to this Agreement, Contractor's
insurance coverage shall be primary insurance as respects City, its elected and
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appointed officers, officials, employees, servants, attorneys, agents, designated
volunteers, and those City agents serving as independent contractors in the role of City
officials. Any insurance or self- insurance maintained by City, its elected and appointed
officers, officials, employees, servants, attorneys, agents, designated volunteers, and
those City agents serving as independent contractors in the role of City officials shall be
excess of Contractor's insurance and shall not contribute with it.
13.5.3. 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.
13.5.4. Each insurance policy required by this Agreement shall be
endorsed to state that coverage shall not be suspended, voided, reduced or canceled
except after 30 days' prior written notice by certified mail, return receipt requested, has
been given to City, or 10 days' prior written notice by express overnight mail if
cancellation is due to nonpayment of premiums.
13.5.5. Each insurance policy, except for the professional liability
policy (or errors and omissions policy), required by this Agreement shall expressly
waive the insurer's right of subrogation against City and its elected and appointed
officials, officers, employees, servants, agents, attorneys, designated volunteers, those
City agents serving as independent contractors in the role of City officials.
13.6. 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.
13.7. Verification of Coverage. All insurance coverages shall be confirmed by
execution of endorsements on forms approved by 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 Work commence. As an
alternative to City forms, Contractor's insurer may provide complete, certified copies of
all required insurance policies, including endorsements affecting the coverage required
by these specifications.
14.0 Indemnification, Hold Harmless, and Duty to Defend
14.1. Indemnification for Professional Services. To the fullest extent permitted
by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless
and indemnify the City, its elected and appointed officials, officers, attorneys,
employees, agents, servants, designated volunteers, successors, assigns, and those
City agents serving as independent contractors in the role of City officials (collectively
"Indemnitees" in this Section 14.0), from and against any and all damages, costs,
expenses, liabilities, claims, demands, causes of action, proceedings, judgments,
penalties, liens, and losses of any nature whatsoever, including reasonable fees of
accountants, attorneys and other professionals, and all costs associated therewith
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(collectively "Claims "), to the extent they arise out of, pertain to, or relate to, in whole or
in part, the negligence, recklessness or willful misconduct of Contractor, and /or its
officers, directors, employees, agents, servants, subcontractors, contractors or their
officers, agents, employees or servants (or any entity or individual that Contractor shall
bear the legal liability thereof) in the performance of professional services under this
Agreement. Contractor shall defend the Indemnitees in any action or actions filed in
connection with any Claims with counsel of the Indemnitees' choice, and shall pay all
costs and expenses, including all attorneys' fees and experts' costs actually incurred in
connection with such defense. Contractor shall reimburse the Indemnitees for any and
all legal expenses and costs incurred by the Indemnitees in connection therewith.
14.2. Other Indemnities. Other than in the performance of professional services
(as provided in Subsection 14.1), and to the fullest extent permitted by law, Contractor
shall, at its own cost and expense, defend, hold harmless and indemnify the
Indemnitees (as defined in Subsection 14.1) from and against any and all damages,
claims, demands, causes of action, proceedings, judgments, injuries, liabilities, losses,
liens, penalties, costs, and expenses, in law or equity, of any nature whatsoever,
including but not limited to fees and costs of accountants, attorneys and other
professionals, and all fees, costs and expenses associated therewith, and the payment
of all consequential damages (collectively "Damages ") in law or in equity, whether
actual, alleged or threatened, including but not limited to, Damages relating to death or
injury to any person and injury to any property, which arise out of, pertain to, or relate to
the acts or omissions of Contractor or any of its officers, directors, employees,
subcontractors, materialmen, suppliers, contractors, or agents, or their officers, agents,
servants or employees (or any entity or individual that Contractor shall bear the legal
liability thereof) in the performance of this Agreement, except for (i) Damages arising
from the Indemnitees' sole negligence or willful misconduct to the limited extent that the
Agreement is subject to Civil Code Section 2782(a), and (ii) Damages arising from the
City's active negligence to the limited extent that the Agreement is subject to Civil Code
Section 2782(b), provided such sole negligence, willful misconduct, or active negligence
is determined by final arbitration or court decision of competent jurisdiction or by the
agreement of the parties. Contractor shall defend Indemnitees in any action or actions
filed in connection with any such Damages with counsel of City's choice, and shall pay
all costs and expenses, including but not limited to all attorneys' fees and experts' costs
actually incurred in connection therewith. Contractor's duty to defend pursuant to this
Subsection 14.2 shall apply independent of any prior, concurrent or subsequent
misconduct, negligent acts, errors or omissions of Indemnitees.
14.3. Contractor's defense, hold harmless and indemnification obligations under
this Section 14.0 or any other provisions of this Agreement shall not be restricted to
insurance proceeds, if any, received by Contractor, the City or any of the other
Indemnitees as defined in Subsection 14.1.
14.4. All duties and other covenants of Contractor under this Section 14.0 shall
survive termination of this Agreement.
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15.0 Conflict of Interest
15.1. Contractor covenants that it presently has no interest and shall not acquire
any interest, direct or indirect, which may be affected by the Work, or which would
conflict in any manner with the performance of the Work. Contractor further covenants
that, in performance of this Agreement, no person having any such interest shall be
employed by it. Furthermore, Contractor shall avoid the appearance of having any
interest, which would conflict in any manner with the performance of the Work.
Contractor shall not accept any employment or representation during the term of this
Agreement which is or may likely make Contractor "financially interested" (as provided
in California Government Code §§ 1090 and 87100) in any decision made by City on
any matter in connection with which Contractor has been retained.
15.2. Contractor further warrants and maintains that it has not employed or
retained any person or entity, other than a bona fide employee working exclusively for
Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to
pay any person or entity, other than a bona fide employee working exclusively for
Contractor, any fee, commission, gift, percentage, or any other consideration contingent
upon the execution of this Agreement. Upon any breach or violation of this warranty,
City shall have the right, at its sole and absolute discretion, to terminate this Agreement
without further liability, or to deduct from any sums payable to Contractor hereunder the
full amount or value of any such fee, commission, percentage or gift.
15.3. Contractor warrants and maintains that it has no knowledge that any
officer or employee of City has any interest, whether contractual, noncontractual,
financial, proprietary, or otherwise, in this transaction or in the business of Contractor,
and that if any such interest comes to the knowledge of Contractor at any time during
the term of this Agreement, Contractor shall immediately make a complete, written
disclosure of such interest to City, even if such interest would not be deemed a
prohibited "conflict of interest' under applicable laws as described in this Subsection.
16.0 Suspension
City may, in writing, order Contractor to suspend all or any part of the Work for the
convenience of the City or for work stoppages beyond the control of City or Contractor.
A suspension of the Work does not void or terminate this Agreement.
17.0 Equal Opportunity
Contractor affirmatively represents that it is an equal opportunity employer.
Contractor shall not discriminate against any subcontractor, employee, or applicant for
employment because of race, religion, color, national origin, handicap, disability,
ancestry, sex, sexual orientation, or age. Such non - discrimination includes, but is not
limited to, all activities related to initial employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff, or termination.
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18.0 Safety Requirements
All Work performed under this Agreement shall be performed in such a manner
as to provide safety to the public and to meet or exceed the safety standards outlined by
CAL OSHA. City may issue restraint or cease and desist orders to Contractor, when
unsafe or harmful acts are observed or reported relative to the performance of the work.
Contractor shall maintain the work sites free of hazards to persons and property
resulting from its operations. Contractor shall immediately report to City any hazardous
condition noted by Contractor.
19.0 Labor Code Compliance Certification [Labor Code Sections 1720, 1773.8,
1775, 1776, 1777.5, 1813, 1860, 1861, 3700]
19.1. Contractor acknowledges that this contract is subject to the provisions of
Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor
Code relating to public works and the City and agrees to be bound by all the provisions
thereof as though set forth in full herein.
19.2. Contractor agrees to comply with the provisions of California Labor Code
Section 1773.8 which requires the payment of travel and subsistence payments to each
worker needed to execute the work to the extent required by law.
19.3. This contract requires the payment of prevailing wages for the work or
craft in which the worker is employed for any public work done under the contract by
Contractor or by any subcontractor pursuant to Section 1771 of the Labor Code.
Pursuant to the provisions of Section 1773 of the Labor Code of the State of California,
the City has obtained the general prevailing rate of per diem wages and the general rate
for holiday and overtime work in this locality for each craft, classification, or type of
workman needed to execute this contract from the Director of the Department of
Industrial Relations. These rates are on file with the City Clerk or may be obtained at
http:// www. dir. ca.gov /OPRUDPreWageDetermination.htm. Copies may be obtained at
cost at the City Clerk's office. Contract shall post a copy of such wage rates at the job
site and shall pay the adopted prevailing wage rates as a minimum. Contractor shall
comply with the provisions of California Labor Code Sections 1771, 1774, 1775, 1776
1777.5, 1777.6 and 1813 of the Labor Code. Pursuant to the provisions of Section
1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, not more than
two- hundred dollars ($200) for each calendar day, or portion thereof, for each laborer,
worker or mechanic paid less than the prevailing rates for any work done under this
contract by him or by any subcontractor in violation of the provisions of this Agreement.
19.4. In accordance with Labor Code Sections 1725.5 and 1771. 1, no contractor
or subcontractor shall be qualified to bid on, be listed in a bid proposal, subject to the
requirements of Section 4104 of the Public Contract Code, or engage in the
performance of any contract for public work, unless currently registered and qualified to
perform public work pursuant to Section 1725.5 [with limited exceptions for bid purposes
only under Labor Code Section 1771.1(a)]. Contractor shall be registered with the
Department of Industrial Relations (DIR) in accordance with California Labor Code
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Section 1725.5, and shall provide proof of registration to City prior to the Effective Date
of this Agreement. Contractor shall not perform work with any subcontractor that is not
registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall
maintain their registration with the DIR in effect throughout the duration of this
Agreement. If the Contractor or any subcontractor ceases to be registered with DIR at
any time during the duration of the project, Contractor shall immediately notify City.
19.5. Contractor agrees to comply with the provisions of California Labor Code
Section 1776 which, among other things, require Contractor and each
subcontractor to (1) keep accurate payroll records, (2) certify and make such
payroll records available for inspection as provided by Section 1776, and (3)
inform City of the location of the records. Contractor is responsible for
compliance with Section 1776 by itself and all of its subcontractors.
19.6 Contractor agrees to comply with the provisions of California Labor Code
Section 1777.5 concerning the employment of apprentices on public works
projects, and further agrees that Contractor is responsible for compliance
with Section 1777.5 by itself and all of its subcontractors.
19.7 Contractor agrees to comply with the provisions of California Labor Code
Section 1813 concerning penalties for workers who work excess hours.
Contractor shall, as a penalty to City, forfeit twenty -five dollars ($25) for each
worker employed in the execution of the contract by Contractor or by any
subcontractor for each calendar day during which such worker is required or
permitted to work more than 8 hours in any one calendar day and 40 hours
in any one calendar week in violation of the provisions of Division 2, Part 7,
Chapter 1, Article 3 of the California Labor Code.
19.8 California Labor Code Sections 1860 and 3700 provide that every
contractor will be required to secure the payment of compensation to its
employees. In accordance with the provisions of California Labor Code
Section 1861, Contractor hereby certifies as follows:
"Contractor is aware of the provisions of Section 3700 of the Labor Code which
require every employer to be insured against liability for workers' compensation
or to undertake self- insurance in accordance with the provisions of that code, and
Contractor will comply with such provisions before commencing the performance
of the work of this contract."
20 Permits and Licenses
Contractor, at its sole expense, shall obtain and maintain during the term of this
Agreement, all appropriate permits, licenses and certificates as may be required in
connection with the performance of the Work under this Agreement, including, without
limitation, a City of Seal Beach business license as may be required by the Seal Beach
Municipal Code.
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21 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify
a time for performance.
22 Entire Agreement
This Agreement contains the entire Agreement of the Parties with respect to the
subject matter hereof, and supersedes all prior oral and written negotiations,
understandings, representations, or agreements. This Agreement may only be modified
by a writing signed by both Parties.
23 Severability
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.
24 Governing Law; Venue
This Agreement shall be governed by and construed in accordance with the laws
of the State of California without regard to conflict of law principles, except that any rule
of construction to the effect that ambiguities are to be resolved against the drafting party
shall not be applied in interpreting this Agreement. Any dispute that arises under or
relates to this Agreement shall be resolved in the superior court or federal court with
geographic jurisdiction over the City.
25 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either Party
as a result of this Agreement.
26 Waiver
No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same or other covenant or condition. 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. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party
any contractual rights by custom, estoppel, or otherwise.
27 Attorneys' Fees
If a Party commences any litigation or other action against the other Party, either
legal, administrative, or otherwise, arising out of or in connection with this Agreement,
the prevailing Party in such action shall be entitled to have and recover from the losing
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Party all of its reasonable attorneys' fees and other costs incurred in connection
therewith.
28 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this Agreement, the
terms of this Agreement shall control.
29 Corporate Authority
The persons executing this Agreement on behalf of the Parties warrant that they
are duly authorized to execute this Agreement on behalf of said Parties and that by their
execution, the Parties are formally bound to the provisions of this Agreement.
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IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first above
written.
CITY OF SEAL BEACH CONTRACTOR: PROSURFACE, a sole
proprietor
By: rkz;k--
S(ev4 Myrtef, Mr&tor of PW By:
Name: '7-Z4W FRA.NT'L
Its: PIL6 f I,QP- N'r
Attest:
By.. WmL 711 By:
erts, City Clerk
Name:
Approved as to Form:
By:
brag . Steele, City Attorney
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Its:
City of Seal Beach
VENDOR:
ProSurface
William Frantz
P.O. Box 80878
Rancho Santa Margarita, CA 92688-
SHIP TO:
City of Seal Beach
211 Eighth
Seal Beach, CA 90740-
PURCHASE ORDER
No. 00014739
BILL TO:
City of Seal Beach
211 Eighth
Seal Beach, CA 90740
VENDOR NO.
VENDOR PHONE NUMBER
TERMS
DATE
REQUIRED DELIVERY DATE
PR024
1 (714) 348 -6427
0
02/22/2018
SHIPPING INSTRUCTIONS
(none)
ITEM
QTY
U/M
DESCRIPTION / TASK
PRD CODE
ACCOUNT
UNIT PRICE
AMOUNT
1
1.00
each
Annual CIP Project. Court
Resurfacing at Tennis Center
and Marina Park.
PR1801
045- 333 -44000
28,500.0000
28,500.00
SUBTOTAL: 28.500.00
TAX: 0.00
SHIPPING: 0.00
TOTAL: 28,500.00
TAXABLE: Yes
CONFIRMING: No
1 URE
SPECIAL INSTRUCTIONS:
IMPORTANT: OUR ORDER NUMBER MUST APPEAR ON EVERY INVOICE AND PACKAGE
This order is given upon the representation and guaranty of the manufacturer or seller that no breach of any State or Federal Law or Regulation has occurred in
connection with the manufacturing, processing, branding labeling or transportation of the merchandise herein mentioned. If such breach occurs or is charged by any
legally constituted State or Federal authority, the buyer shall be entitled to rescind the order and return the unused merchandise and shall also be held harmless by the
manufacturer or seller against any penalty incurred and/or the cost of del'ense of any proceeding designed to penalize the buyer therefor.
CERTIFICATE OF LIABILITY INSURANCE
THIS CEiTIFICAT 15 ISSUED AS A MATTER OF NIFCRMATION ONLY AND CONFERS NO RIGHTS UPON Inh �'U`—'c `T u` I—
c- =. MATE DOES NOT AFFIRMATPfg Y OR NEGATWELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLigES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERIS), AUTHOR1L-O
RE-`RESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER
IMPORTANT: If the oinfi ale nalCeT b an ADDITIONAL INSURED, ttte poery[•ies) must be endorsed. N SUBROGATION IS WANED, subject to
the teens and conditions of th, ponc, c,,ab, pouclea may Tequin: an endorsemam- A statement an this carERrats Eves nnteoMer d9tus UI :fie
2ITiD Insurance S.,zoss, lac.
3633 East Broadway
Long Beach G 90803-5035
MUIVED
DBA: William araot
P.O. Boa 80878
Santa
FxoxE (562) 639 -9731 TAX. ts.z3439-4450
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T.aiS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW NAVE BEEN ISSUED TO IHL INSD15LU nAmeu nevvc rvn '— r. -- . �...,..
INDICATED. NOTYATHSilV1DINO ANY R£QUIR0IENT, TERN OR como T,I, OF ASTY CONTRACT OR OTHER DOCUMENT WTFN RESPECT TO Ml THIS
CERTIFICATE. NAY BE ISSUED OR NAY PERI THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES- OMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAMS.
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General liability includes D1aa2at ad2: ti.onal insared iaclvdiag orimary /aoa- contziDntory sad T.aixr of
s0broga�, on per attached :ors D136A -0313.
City of Seal Beach
Atta: City Manage=
211-Sth Str_et
Seal Beach, GA 90740
9NCUL0 ANY OF THE Asave DESCRIBED POLICIES BE CANC - 3sORB
THE EXPIRATION DATE THEREOF, NORCE ARO BE DELIVEPED IN
ACCORDANCE YYTTH THE POLICY PROVISIONS.
& 1988 -2014 ACORD CORPORATION. AB MITIS T -s -d
ACCRO 25 (201,/01) The ACORD name and logo are ragi namd marks of ACORD
INSWSamaml
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES
OR CONTRACTORS - BLANKET COVERAGE
INCLUDING PRIMARY / NON - CONTRIBUTORY
AND WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
f3ff:171 ll��
Name of Additional insured Persons) or Organ zation(s)
Additional Insured):
Location(s) of Covered Operations:
All persons or organizations as required by a written
Locations as required by a written contract or
contract or agreement with the named insured.
agreement with the named insured.
A SECTION 11 — WHO IS AN INSURED is amended to include as an additional insured the person(s) or
organization(s) shown in the Schedule for whom you are performing operations when you and such
person or organization have agreed in writing in a contract or agreement that such person or
organization be added as an additional insured on your policy. Such person or organization is an
additional insured only with respect to liability for 'bodily injury", 'property damage" or 'personal and
advertising irjurl" caused, in whole or in part, by:
1. your acts or omissions: or
2. the acts or omissions of those acting on your behalf;
in the performance of your ongoing operations for the additional insured(s) at the location(s)
designated above.
A person's or organization's status as an additional insured under this endorsement ends when your
operations for that additional insured are completed.
o. With respect to the insurance afforded to these additional insureds, the following additional
exclusions apply:
This insurance does not apply to:
Additional Insured Contractual Liability
'bodily injury" or "procerhy damage" for wf±ich the additional insurad(s) are obligated to pay damages
by reason of the assumption of liability in a contact or agreement.
Finished Operations at Work
"bodily injury" or "property damage" occurring after
1. sit work, including materials, parts or -equipment furnished in connection with such work, on
the project (other than service, maintenance or repairs) to be performed by or on behalf of the
additional insursd(s) at the location of the covered operations has been completed; or
2. that portion of "your work" out of which the injury or damage arises has been out to its
intanded use by any person or organization.
Negligence at Additional insured
'bodily injury" or "Property damage arising directly or indi ecdy out of' negligence of the additional
insured(s).
,it d8;4 -w'.3 Inciuees cooyrghied material of ISO Proper_es, Inc.. Page 1 of z
With its )emission.
C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance is
amended and the following added:
The insurance afforded by this Coverage Part for the additional insured required by a written contract
or agreement with the named insured-is primary insurance and we will not seek contribution fron any
other insurance available to that additional insured.
D. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer Of Rights Of
Recovery Against Others To Us is amended and the following added:
We waive any rights ci recovery we may have against any person or organization because of
payments we make for injury or damage resulting from your ongoing operations or "your work' done
under a contract with that person or organization and included in the "products - completed operations
hazard" if:
a. you agreed to such waiver,
b. the waiver is included as part of a written contract or lease; and
c. such written contractor lease was executed prior to any loss to which this insurance applies.
ALL OTHER TERMS AND CONDITIONS OF T`HE POLICY REMAIN UNCHANGED.
U156A -0373 Includes ccaynghted material of ISO Properties, Inc., Pace 2 of 2
with its permission.
POLICYHOLDER COPY
SP
P.O. BOX 8192, PLEASANTON, CA 94588
CERTIFICATE OF WORKERS' COMPENSATION INSURANCE
ISSUE DATE: 02 -22 -2018
CITY OF SEAL BEACH, ATTN CITY MANAGER
211 8TH ST
SEAL BEACH CA 90740 -6305
GROUP:
POLICY NUMBER: 9082558 -2017
CERTIFICATE ID: 55
CERTIFICATE EXPIRES: 08 -21 -2018
08- 21- 2017/08 -21 -2018
SP JOB:SEAL BEACH TENNIS CENTER
3900 LAMPSON
SEAL BEACH
CA 90740
This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the
California Insurance Commissioner to the employer named below for the policy period indicated.
This policy is not subject to cancellation by the Fund except upon 10 days advance written notice to the employer.
We will also give you 10 days advance notice should this policy be cancelled prior to its normal expiration.
This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded
by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document
with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance
afforded dbbyyt the
policy /described herein is subject to all the terms, exclusions, and conditions, of such policy.
Authorized Representative President and CEO
UNLESS INDICATED OTHERWISE BY ENDORSEMENT, COVERAGE UNDER THIS POLICY EXCLUDES THE FOLLOWING:
THOSE NAMED IN THE POLICY DECLARATIONS AS AN INDIVIDUAL EMPLOYER OR A HUSBAND AND WIFE EMPLOYER;
EMPLOYEES COVERED ON A COMPREHENSIVE PERSONAL LIABILITY INSURANCE POLICY ALSO AFFORDING
CALIFORNIA WORKERS' COMPENSATION BENEFITS; EMPLOYEES EXCLUDED UNDER CALIFORNIA WORKERS'
COMPENSATION LAW.
EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS
EMPLOYER
FRANTZ, WILLIAM DBA: PROSURFACE
31 CALLE DEL NORTE
RANCHO SANTA MARGARITA CA 92688
SP
$1,000,000 PER OCCURRENCE.
[P18,SP]
(REV.7-2e14) PRINTED : 02 -22 -2018