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AGENDA STAFF REPORT
14 F�1
DATE: May 29, 2018
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 Pavewest for Old Ranch Road
Pavement Rehabilitation Project CIP NO. ST 1703
SUMMARY OF REQUEST:
That the City Council adopt Resolution No. 6826:
1. Awarding a construction contract with Pavewest for the Old Ranch Road
Pavement Rehabilitation Project, CIP No. ST1703 in the amount of
$54,178.25 and 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 not to
exceed a total of $11,000.
BACKGROUND AND ANALYSIS:
The street pavement on Old Ranch Road from Seal Beach Boulevard to the 7"'
St/22 Freeway onramp has deteriorated over the years. The 2016 Pavement
Management Report rated Old Ranch Road very poody. There are numerous
potholes and street rutting along the travel lanes.
This agenda request is to provide a temporary pavement repair to Old Ranch
Road to mitigate the potholes and pavement rutting. The temporary repair
consists of grinding and overlaying select portions of the street pavement and
restoring portions of the striping on Old Ranch Road from Seal Beach Boulevard
to the 7 St(22 Freeway onramp. A permanent repair will be brought for Council's
consideration at the conclusion of the Orange County Transportation Authority
(OCTA) 405 Freeway Widening project.
On April 12"' and 19"', 2018, the project was publicly advertised in the Sun
Newspaper.
Agenda Item K
On April 26', 2018, the City Clerk's office received two bids with the following
results:
Rank contractor Total Bid
1Pavewest
$ 54,178.25
2
Excel Paving Company
$ 78,485.00
Based upon the references, qualifications, work experience, and cost, staff
recommends selecting Pavewest as the lowest responsible bidder at a total bid
of $54,178.25.
ENVIRONMENTAL IMPACT:
The project is categorically exempt from CEOA 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 2017118 Budget, $200,000 of Measure M2 funds is identified
for Arterial Street Resurfacing Program CIP No. ST1703.
The total contract amount for Pavewest is $54,178.25. The following breakdown
are the proposed expenses for this project.
Desi n In House $0
TnSpec S (In House)
Construction $54,178.25
00
TOTAL $65,178.25
RECOMMENDATION:
That the City Council adopt Resolution No. 6826:
1. Awarding a construction contract with PaveWest for the Old Ranch Road
Pavement Rehabilitation Project, CIP No. ST1703 in the amount of
$54,178.25 and rejecting all other bids;
2. Authorizing the City Manager to execute a construction contract on behalf
of the City;
Page 2
3. Authorizing the City Manager to approve contract change orders not to
exceed a total of $11,000.
SUBMITTED BY:
Stene .Mynten
Steve Myrter, P.E.
Director of Public Works
NOTED AND APPROVED:
w a 9aynam
Jill R. Ingram, City Manager
Prepared by: Michael Ho, P.E., Dep. Dir. PW/City Engineer
Attachments:
A. Resolution 6826
B. Contract Agreement
Page 3
Attachment "A"
RESOLUTION NUMBER 6826
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
AWARDING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE A CONSTRUCTION CONTRACT WITH PAVEWEST
FOR OLD RANCH ROAD REHABILITATION PROJECT CIP NO.
ST1703 FROM SEAL BEACH BOULEVARD TO 7TM STREET/22
FREEWAY ONRAMP
NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY
RESOLVE:
SECTION 1. The City Council hereby awards a construction contract with
Pavewest for the Old Ranch Road Rehabilitation Project CIP No. ST1703 in the
amount of $54,178.25 and 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 not to exceed $11,000.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at
regular meeting held on the 29th day of May , 2018 by the following vote:
AYES:
Council Members
NOES:
Council Members
ABSENT:
Council Members
ABSTAIN:
Council Members
Mike Varipapa, Mayor
ATTEST:
Robin L. Roberts, City Clerk
Resolution Number 6826
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 6626 on file in
the office of the City Clerk, passed, approved, and adopted by the Seal Beach
City Council at a regular meeting held on the 29th day of May , 2018.
Robin L. Roberts, City Clerk
Attachment "B"
PUBLIC WORKS AGREEMENT
Old Ranch Road Pavement Rehabilitation Project CIP
No. ST1703
between
of SERI 6
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
PAVEWEST
11700 166"' Street
Artesia, CA 90701
(562) 694-3113
(562) 694-6263 - FAX
THIS AGREEMENT is made as of May 29.2018, by and between the City of Seal Beach,
a California charter city ("City"), and Pavewest, a General Contractor ("Contractor').
RECITALS
A. WHEREAS, the City Council has approved the plans and specifications for the
Old Ranch Road Pavement Rehabilitation Project CIP No. STI 703 ("Project") with respect
to design criteria; and
B. WHEREAS, Contractor has submitted a bid to City for the Project dated April
26, 2018 in the amount of $54,178.25 ("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
Contractor's Services.
1.1 Scone 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, Accepted Proposal (Exhibit G) 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 labor,
materials, equipment and services as are specified in the Contract Documents to be
famished 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 29, 2018 (the
"Effective Date'J, 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 $54,178.25, 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 Manager 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 Contractor's
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
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.
Indemnification.
5.1 Contractor's 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 barmless 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 Contractor's 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 bmught 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. Contractor's
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' fres and costs incurred by City in
connection with, arising out of or incident to any bid protest.
5.3 City's Sole Neeli¢ence. 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.
5.4 Nonwaiver of Riehts. 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, fiom all claims, losses, and
liabilities arising out of or incident to activities or operations performed by or on behalf of
the hidemnitor.
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 Indemnitce's right to recover under this indemnity provision, and an entry ofjudgment
against a Contractor shall be conclusive in favor of the hidemnitce'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 -
Commeroial General Liability.
6.1.2 Exhibit D-2: Additional Insured Endorsement -
Automobile Liability.
6.1.3 Exhibit D-3: Additional Insured Endorsement.
6.2 Minimum Scone 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. 11/85) covering Additional Insured—Owners, Lessees or Contactors (Form B).
6.2.4 Workers' Compensation insurance m required by the
State of California and Employer's Liability Insurance.
6.2.5 Professional Liability insurance. Unless the City waives
in the requirement for professional liability insurance, Contractor shall provide to City 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 respect 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.
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 ANIII 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 to= 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 liar 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 rat 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.
S. 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.
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 Contractor's 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: _ PAUEwEST
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C/a, 9a'k+t -
Telephonc:
56% fn44-3U3
Fax: 462
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Atm: ZEFrs
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10. Non -Assignability: 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. Non-Waiverof Terms, 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 my 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.
13. 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.
14. 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.
15. Entire Ameement. 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.
16. 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.
(Intentionally Left Blank)
IN WITNESS WHEREOF, the parties, through their respective authorized
representatives, have executed this Agreement as of the date first written above.
CITY OF SEAL BEACH CONTRACTOR:
Jill R. Ingram, City Manager 6 vv
Name:'TFfF —,KAgM l.TZW
Attest:
Title: N[W-4TOR OFfiJGd(AAJOAkS_
By:
Robin Roberts, City Clerk
Approved as to Fo ..
By:
Craig Steele, City Attorney
PUBLIC WORKS AGREEMENT
Old Ranch Road Pavement Rehabilitation Project CIP
No. S'T1703
between
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9 Y
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
PAVEWEST
11700 166' Street
Artesia, CA 90701
(562) 694-3113
(562) 694-6263 - FAX
THIS AGREEMENT is made as of May 29.2018, by and between the City of Seal Beach,
a California charter city ("City'l, sod Pavewest. a General Contractor ("Contractor').
RECITALS
A. WHEREAS, the City Council has approved the plans and specifications for the
Old Ranch Road Pavement Rehabilitation Project CIP No. ST1703 ("Project") withrespect
to design criteria, and
B. WHEREAS, Contractor has submitted a bid to City for the Project dated April
26, 2018 in the amount of $54,178.25 ("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
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 Concerting Contractor Licensing Laws (Exhibit E), Labor
Law Requirements (Exhibit F), Accepted Proposal (Exhibit G) 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 famish at its own expense
all labor, materials, equipment and services necessary therefor, except such 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 29, 2018 (the
"Effective Date % and shall retrain in full force and effect until Contractor has rendered
the services required by this Agreement.
3. Pevment. For performing and completing the Work in accordance with the
Contract Documents, City shall pay Contractor, in full compensation therefor, the amount
of $54,178.25, 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 Manager 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 Bidsflnstmctions 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 Contractor's
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 my debt, obligation, or
liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its
agents shall have control over the conduct of Contractor or my of Contractor's employees,
except m 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 Contractor's Duri. 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'l
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 Contractor's 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 maybe 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. Contractor's
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 Sole Neglli ence. 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.
5.4 Nonwaiver of Rights. 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 Subroagation. 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 ofjudgment
against a Contractor shall be conclusive in favor of the Indemnitce's right to recover under
this indemnity provision.
6. Itrsmance.
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 -l: 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 Scone 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 1185
(Ed. 11/85) covering Additional Insured—Owners, Lessees or Contactors (Form B).
6.2.4 Workers' Compensation insurance as required by the
State of California and Employer's Liability Insurance.
6.2.5 Professional Liability insurance. Unless the City waives
in the requirement for professional liability insurance, Contractor shall provide to City the
standard form issued by the carrier.
6.3 Minimum Limits of Insurance. Contractor shall maintain limits no
less than:
6.3.1 General Liabiliri: $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 Liabiliri: $2,000,000 per occurrence for
bodily injury and property damage.
6.3.3 Employer's Liabiliri: $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 respect 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 m 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.
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 $75� 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.
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 Contractor's 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: 'PAtiEweST
1AId
t Ilao I C,GYh
ST
_ART'�A.
C.A, 90-u t
Telephone:
5(A 1n94 -3U3
Fax: T62-G9*6Z63
10. Non -Assignability: 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 faws. 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. Non -Waiver of Terms. Rigbts 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.
13. 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.
14. 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.
15. 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.
16. Severabiliri. 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.
(Intentionally Left Blank)
IN WITNESS WHEREOF, the parties, through their respective authorized
representatives, have executed this Agreement as of the date first written above.
CITY OF SEAL BEACH CONTRACTOR:
By: By I ---
7➢Il R. Ingram, City Manager
Name: :IF—FF SHA-gHOLTZ&2
Attest:
Title: 04460IUR Pb&;c 1.aWoU5
Br.
Robin Roberts, City Clerk
Approved as W F
By: �J
Craig Steele, City Attorney