HomeMy WebLinkAboutAGMT - Albert Grover & Associates (Signal Synchronization) • •
AN AGREEMENT
FOR THE SEAL BEACH AND LOS ALAMITOS
BOULEVARDS SIGNAL SYNCHRONIZATION
PROJECT
between
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Albert Grover & Associates, Inc.
211 E. Imperial Hwy., Suite 208
Fullerton, CA 92835
(714) 992-2990
(714 992 -2883 FAX
THIS AGREEMENT is made and entered into this 13th day of October 2008, by and between
the City of Seal Beach, a California charter city ( "City "), and Albert Grover & Associates, Inc., a
California Corporation ( "Contractor ").
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RECITALS
A. City desires to synchronize Seal Beach Boulevard and Los Alamitos Boulevard
from Cerritos Avenue to Pacific Coast Highway ( "Project "); and
B. Contractor has submitted a bid to City for the Project dated May 30, 2008
( "Exhibit A "), which exhibit contains, among other things, provisions defining the Project scope
and the cost associated with such Project scope; and
C. City desires to contract with Contractor to complete the Project in accordance
with Exhibit A; and
D. Contractor and/or their subcontractor(s) represents that it is experienced and
skilled in the performance of the services required to undertake the work required under the
Agreement, and is duly licensed to undertake the same.
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 Exhibit A. Contractor shall furnish at its own expense all labor,
materials, equipment and services necessary therefore.
1.2 In the event of any material discrepancy between the express provisions of
this Agreement and the provisions of Exhibit A, the provisions of this Agreement shall prevail.
2. Effective Date. This Agreement is effective as of October 13, 2008 (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, City shall pay Contractor
$239,800, in full compensation therefor. 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. City shall
make payments to Contractor based on a percent complete basis, as invoiced monthly by the
Contractor.
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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 and 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.
5. Indemnification.
5.1 Indemnity for Professional Design Services. In connection with its
professional design services, Contractor shall defend, hold harmless and indemnify City, and its
elected officials, officers, employees, servants, designated volunteers, and those City agents
serving as independent contractors in the role of city or agency officials (collectively,
"Indemnitees "), with respect to any and all claims, demands, damages, liabilities, losses, costs or
expenses (collectively, "Claims" hereinafter), including but not limited to Claims relating to
death or injury to any person and injury to any property, to the extent to which they arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor or any of
its officers, employees, subcontractors, or agents in the performance of its professional services
under this Agreement, but not to the extent the result of the negligence or willful misconduct of
the City or of other third parties not under the control or the supervision of Contractor.
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Contractor's obligation to defend pursuant to this Section 5.1 shall apply independent of any
prior, concurrent or subsequent misconduct, negligent acts, errors or omissions of Indemnitees.
Contractor shall defend Indemnitees in any action or actions filed in connection with any of said
claims with counsel of City's choice, and shall pay all costs and expenses, including all
attorneys' fees actually incurred in connection with such defense.
5.2 Other Indemnities. In connection with all Claims not covered by Section
5.1, Contractor shall defend, hold harmless and indemnify the Indemnitees with respect to any
and all Claims including but not limited to Claims 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, employees, subcontractors, or agents in the performance of this
Agreement. Contractor shall defend Indemnitees in any action or actions filed in connection
with any such Claims with counsel of City's choice, and shall pay all costs and expenses,
including all attorneys' fees and experts' costs actually incurred in connection with such defense.
Contractor's duty to defend pursuant to this Section 5.2 shall apply independent of any prior,
concurrent or subsequent misconduct, negligent acts, errors or omissions of Indemnitees.
Contractor shall defend Indemnitees in any action or actions filed in connection with any of said
claims, damages, penalties, obligations, or liabilities with counsel of City's choice and shall pay
all costs and expenses, including attorneys' fees actually incurred in connection with such
defense.
5.3 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.
5.4 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.
5.5 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 an 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 and professional negligence which may arise from or in connection with the
performance of the services hereunder by Contractor, and its agents, representatives, employees
and subconsultants. 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
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6.1.2 Exhibit D -2: Additional Insured Endorsement - Automobile
Liability
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 Worker's Compensation insurance as required by the State of
California and Employer's Liability Insurance.
6.2.4 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 accident for bodily
injury and property damage.
6.3.3 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.
6.4 Deductibles and Self- Insured Retentions. Contractor shall inform City of
any deductibles or self - insured retentions except with respect to 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 or agency 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,
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officials, employees, designated volunteers or agents serving as independent contractors in the
role of city or agency 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 or agency
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
or agency 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 clause 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 the professional liability
policy, required by this clause 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:VII 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. 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.
8. 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:
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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:
Director of Public Works
City of Seal Beach
211 8th Street
Seal Beach, California 90740
If to Contractor: Albert Grover & Associates, Inc.
211 E. Imperial Hwy., Suite 208
Fullerton, CA 92835
Attn: Rob Kuehn
Telephone: (714) 992 -2990
Fax: (714) 992 -2883
9. 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.
10. 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.
11. Attomeys' 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 with such enforcement or interpretation.
12. 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.
13. 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
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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.
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:
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By: 1 By: t 4 _Abe
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David Carmany, City Manager Name: ' /6>// L. e‘-pie
Title: Prefinfo/ LE
Attest:
By: /.i ..it ,, By:
Lin.a Devine, City Clerk Name: ,Eo6 .fe4
Title:
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Approved as to Form:
By: g....qh
Quinn M. Barrow, City Attorney
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EXHIBIT A
CONTRACTOR'S BID, SUBMITTED May 30, 2008
Exhibit A, Page 1
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ALBERT
G ROVER &
A SOCIATES
City of Seal Beach
Public Works Department
September 18, 2008 S E F 2 3 2008
REGEEVED
Mr. Michael Ho
City Engineer
City of Seal Beach
211 Eighth Street
Seal Beach, California 90740
RE: Seal Beach Boulevard/Los Alamitos Boulevard Interconnect/Coordination
Timing Project (CIP No. ST0908)
Dear Mr. Ho:
Pursuant to your request, and as a follow -up to our proposal to you dated August 7, 2008,
Albert Grover & Associates (AGA) is pleased to present this letter addendum to that
proposal. Following is a breakdown and itemization of various costs totaling $239,800 to
provide complete turnkey "Design/Manage" services relative to the above identified
project, as discussed in our proposal.
Construction Component
• Traffic signal modification at Seal Beach Boulevard/St. Cloud Drive.
• A new controller cabinet at Los Alamitos Boulevard/Cerritos Boulevard.
• New controllers and cabinets at Los Alamitos Boulevard/Farquar Avenue and Los
Alamitos Boulevard/Bradbury Road.
• GPS time source receivers at the Seal Beach Boulevard/I -405 Interchange signals
and at the Pacific Coast Highway system.
• GPS server at the Seal Beach Traffic Management Center. A separate GPS unit
for the City of Los Alamitos, if required.
• Wireless traffic signal interconnect on Seal Beach Boulevard from Lampson
Avenue to Golden Rain Road, inclusive.
• Development/implementation of signal timing.
Construction Cost Estimate: $185,000
TRANSPORTATION CONSULTING ENGINEERS
211 E. Imperial Hwy., Suite 208, Fullerton, CA 92835
(714) 992 -2990 FAX (714) 992 -2883 E -Mail: aga @albertgrover.com
• •
Mr. Michael Ho
September 18, 2008
Page 2
Engineering Component
Design Engineering (PS &E): $32,000
Construction Engineering $22,800
Total Engineering Cost: $54,800
Total Project Cost $239,800
NOTE: Project management included in Design Engineering and Construction
Engineering Cost.
AGA looks forward to working with the Cities of Seal Beach and Los Alamitos and with
Caltrans on this important project. If you have any questions regarding our original
proposal or this letter addendum, please call me or Chalap Sadam.
Respectfully submitted,
Albert Grover & Associates
Rob Kuehn
Director of Project Development
Proposal\Seal Beach\Seal Bch -Los Alamitos Timing Prolect\Addendum Ho Ltr 2 doc
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ALBERT
' &
SOCIATES
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SCHEDULE OF HOURLY RATES
EFFECTIVE APRIL 1, 2008
Principal/President $ 250
Vice President $ 220
Director of Project Development $ 220
Senior Transportation Engineer $ 190
Senior Design Engineer $ 175
Transportation Engineer $ 165
Senior Associate $ 150
Design Engineer $ 140
Associate Transportation Engineer $ 140
Signal Systems Specialist $ 125
Transportation Engineering Associate /Civil Engineering Technician $ 125
Designer /Construction Inspector /Signal Systems Technician $ 120
Assistant Transportation Engineer /Assistant Engineer $ 120
Senior CADD Operator $ 120
Project Coordinator, Engineering Assistant $ 110
CADD Operator $ 110
Traffic Enumerator, Engineering Aide $ 75
Engineering Aide II $ 50
Council/Commission Meetings, Hearings, etc. (Billing Rate + $50 Surcharge) $ 1,000
Minimum
Expert Witness (Billing Rate + $50 Surcharge) $ 1,000
Minimum
Expert Witness - Deposition/Court (Billing Rate + $100 Surcharge) $ 1,000
Minimum
Subconsultants will be billed at cost plus 20%
Conditions of Usage: The above rates are typically e for a 12 -month period, but AGA maintains the right
to change the billing rates at any time for convenience of record keeping. Therefore, all billings will always be at
the then current billing rates. This will not affect any agreed upon total or not -to- exceed fees.
INVOICES WILL BE SUBMITTED MONTHLY AND SHALL BE DUE AND PAYABLE WITHIN 30 DAYS.
FINANCE CHARGES MAY BE ACCRUED DAILY ON UNPAID BALANCES BASED ON A 10% ANNUAL
PERCENTAGE RATE.
c
', TRANSPORTATION C QNSULTINUMINEE RS
211 E. Imperial Hwy., Suite 208, Fullerton, CA 92835
(714) 992 -2990 FAX (714) 992- 2883 E -Mail: aga@albertgrover.com
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