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HomeMy WebLinkAboutAGMT - Bein, Frost & Associates (Construction Management Inspection) CONTRACT PROFESSIONAL SERVICES AGREEMENT Construction Management and Inspection THIS AGREEMENT, entered into this / day of ( .06i/®,M 199 , 6 by and between the CITY OF SEAL BEACH, a municipal corporation, (hereinafter referred to as "CITY ") and ROBERT BEIN,WILLIAM FROST,& ASSOCIATES,whose address is P.O. Box 57057, Irvine, CA 92619 -7057 (hereinafter referred to as "CONTRACTOR ") is made with reference to the following: R E C I T A L S: A. CITY is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Statues of the State of California and the Charter of the City. B. CITY and CONTRACTOR desire to enter into an agreement for professional services for the management and inspection of the City's capital improvement construction projects . NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SECTION 1. TERM The term of this agreement shall commence on the 1st day of October, 1996, and shall terminate on the 31st day of May, 1997, unless terminated earlier as set forth herein. SECTION 2. SERVICES TO BE PERFORMED BY THE CONSULTANT CONTRACTOR shall complete all services and work as attached hereto set forth in Exhibit "A ", the Proposal dated September 11, 1996. SECTION 3: COMPENSATION TO CONTRACTOR Aiiii CONTRACTOR shall be compensated for services performed pursuant to this Agreement in the amount and manner set forth in Exhibit "A ", which is attached hereto and incorporated herein by this reference. The maximum fee shall not exceed 5% of the final construction contract amount for each specific project as authorized by the Director of Public Works. In the event of unforeseen changes or required additions to the work which are not outlined by this agreement, the City Manager may authorize additional compensation. Such work shall be performed on a time and materials cost basis at the rates as shown in Exhibit "A ". SECTION 4: STANDARD OF CARE CONTRACTOR agrees to perform all services hereunder in a manner commensurate with the community professional standards and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the CITY nor have any contractual relationship with CITY. SECTION 5: INDEPENDENT PARTIES CITY and CONTRACTOR intend that the relation between them created by this Agreement is that of employer- independent contractor. The manner and means of conducting the work are under the control of CONTRACTOR, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. SECTION 6: HOLD HARMLESS CONTRACTOR shall indemnify and hold harmless CITY, its CITY Council, boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit arising from or in any manner connected to CONTRACTOR negligent performance of services or work conducted or performed pursuant to this Agreement. 7. INSURANCE 2 I On or before the commencement of the term of this Agreement, CONTRACTOR shall furnish CITY with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 7A, B, C and D. Such certificates, which do not limit CONTRACTOR'S indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer afforded coverage shall provide thirty (30) days' advance notice to the CITY of SEAL BEACH by certified mail, Attention: Public Works Director. It is agreed that CONTRACTOR shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to CITY and licensed to do insurance business in the State of California. A. COVERAGE CONTRACTOR shall maintain the following insurance coverage: (1) Worker's Compensation Statutory coverage as required by the State of California. (2) Liability Comprehensive general coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate products /completed operations $1,000,000 aggregate - all other (if applicable) Property Damage: $100,000 each occurrence $250,000 aggregate 3 AA If submitted, combined single limit policy with aggregate limits in the amount of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Professional Liability Professional liability insurance which includes coverage for all professional acts, errors, and omissions of the CONTRACTOR in the amount of at least $1,000,000. B. SUBROGATION WAIVER CONSULTANT agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, that CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing comprehensive general and automotive liability insurance to either CONTRACTOR or CITY with respect to the services of CONTRACTOR herein, a waiver of any right of subrogation which any such insurer of said CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE If CONTRACTOR at any time during the term hereof should fail to secure or maintain the foregoing insurance, CITY shall be permitted to obtain such insurance in the CONTRACTOR's name or as an agent of the CONTRACTOR and shall be compensated by the CONTRACTOR for the costs of the insurance premiums at the maximum rate permitted by law computed from the date written notice is received that the premiums have been paid. 4 D. ADDITIONAL INSURED CITY, its City Council, boards and commissions, officers, and employees shall be named as an additional insured under all insurance coverage, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. SECTION 8. PROHIBITION AGAINST TRANSFER CONTRACTOR shall not assign, sublease, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of CITY. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of CONTRACTOR, or of the interest of any general partner or joint venturer or syndicate member or cotenant if CONTRACTOR is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of CONTRACTOR, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. 5 SECTION 9: PERMITS AND LICENSES CONTRACTOR, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates that may be required in connection with the performance of services hereunder. SECTION 10: REPORTS Each and every report, draft, work - product, map, record and other document reproduced, prepared or caused to be prepared by CONTRACTOR pursuant to or in connection with this Agreement shall be the exclusive property of CITY. CITY shall make no use of materials prepared by CONTRACTOR pursuant to this Agreement, except for construction, maintenance and repair of the Project. Any use of such documents for other projects, and any use of uncompleted documents, shall be at the sole risk of the CITY and without liability or legal exposure of the CONTRACTOR. No report, information or other data given to or prepared or assembled by the CONTRACTOR pursuant to this Agreement shall be made available to any individual or organization by the CONTRACTOR without prior approval by CITY. CONTRACTOR shall, at such time and in such form as CITY may require, furnish reports concerning the status of services required under this Agreement. SECTION 11: RECORDS CONTRACTOR shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by CITY that relate to the performance of services required under this Agreement. CONTRACTOR shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance 6 . with generally accepted accounting principles and shall be clearly identified and readily accessible. CONTRACTOR shall provide free access to the representatives of CITY or its designees at all proper times to such books and records, and gives CITY the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. SECTION 12: NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter approved. All notices, demands, requests, or approvals from CONTRACTOR to CITY shall be addressed to CITY at: City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Attention: Steve Badum, Director of Public Works (310) 431 -2527 All notices, demands, requests, or approvals from CITY to CONSULTANT shall be addressed to CONTRACTOR at: Robert Bein, William Frost & Associates P.O. Box 57057 Irvine, CA 92619 -7057 Attention: Jerome Ruddins (714) 855 -3634 7 • SECTION 13: TERMINATION Either party may terminate this Agreement at any time and for any reason by giving the other party seven (7) days' prior written notice; notice shall be deemed served upon deposit in the United States Mail, postage prepared, addressed to the other party's business office. In the event of termination due to the fault of CONTRACTOR, CITY shall be obligated to compensate CONTRACTOR for only those authorized services which have been completed and accepted by CITY. If this Agreement is terminated for any reason other than fault of CONTRACTOR, CITY agrees to compensate CONTRACTOR for the actual services performed up to the effective date of the Notice of Termination, on the basis of fee schedule contained above, subject to any maximum amount to be received for any specific service. SECTION 14: COST OF LITIGATION If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses in such amount as the court may adjudge to be reasonable attorneys' fees. SECTION 15: COMPLIANCES CONTRACTOR shall comply with all laws, state or federal, and all ordinances, rules and regulations enacted or issued by CITY. SECTION 16: WAIVER A waiver by CITY of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein whether of the same or a different character. 8 • SECTION 17: INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind of nature whatsoever between the parties hereto and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both CITY and CONTRACTOR. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written. CITY OF SEAL BEACH, a municipal corporation BY: Ci y Manager APPROVED AS TO FORM: U i Attorn CONTR •R Robert Bein, Will' . ro . & Associates BY: 41 111 1 gle.d i i / I . Robert Crawford , / • • • ATT T: • Executive Vice Pres dent �O 4 Clerk 9 Ilk