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AGREEMENT FOR CONTRACT SERVICES
THIS AGJSEMENONTRACT SERVICES (the "Agreement ") is made and entered
into a day o , 2001 by and between the CITY OF SEAL BEACH, a municipal
corpora ,on ( "City" nd CATTRAC CONSTRUCTION, INC., a California corporation
( "Contractor ").
RECITALS
WHEREAS, City desires to employ the services of the contractor to provide equipment
and operators to perform a backpass operation and construct a sand berm/dike on the east side of
the pier; and
WHEREAS, Contractor represents that it has the expertise and experience to provide
such services;
NOW THEREFORE, and for good consideration, the City and Contractor agree as
follows:
1. Location of Subject Project. The berm will be built on the beach from the pier to the
federal breakwater. Refer to Attachment 3.
a
2. Description of Services to be Provided. Contractor shall provide all labor and
equipment to relocate sand currently located on the west side of the beach to the east
side of the beach. In the process of relocating the sand the contractor will construct a
sand berm on the east beach. The equipment to be used for this operation will be a 637
E Cat Scraper and a D8K Bulldozer as stated in their quote dated August 16, 2001 for
the prices detailed on the submitted quotation within 7 calendar days after receipt of
notice to proceed from the City. .
3. Term. Unless terminated earlier as set forth in this Agreement, the services shall
commence the date of City's Notice -to- Proceed and all work will be completed within
30 calendar days. The City may through out the year call the contractor to provide on-
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call services per the unit prices supplied in Attachment 1.
4. Party Representatives.
The City designates the following person to act on the City's behalf:
Douglas A. Dancs, Director of Public Works
The Contractor designates the following person to act on Contractor's behalf:
Gregory D. Dineen, Vice President
5. Attachments. This Agreement incorporates by reference the following Attachments to
this Agreement:
Attachment 1: Quotation Dated August 16, 2001- from Cattrac Construction Inc.
Attachment 2: Dike Profile
Attachment 3: Beach Location Map
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6. Integration. This Agreement represents the entire understanding of City and
Contractor as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with regard to those matters covered by
this Agreement. This Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement. This Agreement may only
be amended by the mutual consent of the parties by an instrument in writing.
7. Standard of Performance. Contractor agrees that all services shall be performed in a
competent, professional, and satisfactory manner in accordance with the standards
prevalent in the industry, and that all goods, materials, equipment or personal property
included within the services herein shall be of good quality, fit for the purpose
intended.
8. Performance to Satisfaction of City. Contractor agrees to perform all work to the
satisfaction of City within the time specified. If Contractor's work is not satisfactory
in the opinion of City's designated representative, City has the right to take
appropriate action, including but not limited to any or all of the following: (i) meeting
with Contractor to review the quality of the work and resolve matters of concern; (ii)
requiring Contractor to repeat or correct the work at no additional fee until it is
satisfactory; (iii) suspending the delivery of new or additional .work to Contractor for
an indefinite time; (iv) withholding payment; and (v) terminating this Agreement as
hereinafter set forth. City's options set forth herein are non - exclusive, and are in
addition to any remedy available at law to City.
9. Prohibition Against Subcontracting or Assignment. Contractor shall not contract
with any other entity to perform in whole or in part the services required hereunder
without the express written approval of City. In addition, neither the Agreement nor
any interest herein may be transferred, assigned, conveyed, hypothecated, or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or
otherwise, without the prior written approval of City. In the event of any unapproved
transfer, including in any bankruptcy proceeding, City may void the Agreement at
City's option in its sole and absolute discretion. No approved transfer shall release
any surety of Contractor of any liability hereunder without the express consent of City.
10. Compensation. Contractor shall be compensated per the attached quotation dated
June 19, 2001. Work shall be performed per the hourly rates supplied in Attachment 1.
11. Insurance. Contractor shall have insurance as follows:
11.1 General Liability (including premises and operations, contractual liability,
personal injury, independent contractors liability): One Million Dollars
($1,000,000.00) Single Limit, per occurrence. If commercial general liability
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insurance or other form with a general aggregate limit is used, either the general
aggregate shall apply separately to this project, or the general aggregate limit shall be
three times the occurrence limit.
11.2 Automobile Liability (including owned, non - owned, and hired autos): One
Million Dollars ($1,000,000.00), Single limit, per occurrence for bodily injury and
property damage.
11.3 Employer's Liability One Million Dollars ($1,000,000.00) per occurrence for
injuries incurred in providing services under this Agreement (if Contractor is
required to have per the laws of California).
11.4 Workers Compensation Contractor shall, to the extent required by state law,
provide Employee's Insurance Workers' Compensation Insurance for the
protection of Contractor's employees. Contractor shall file a certificate of
insurance which evidences that Contractor is in compliance with said Worker's
Compensation Insurance requirement. Contractor shall require all subcontractors
similarly to provide such Workers' Compensation Insurance and certificates of
insurance for their respective employees.
11.5 Standard Specifications Except as otherwise provided herein, all Work shall
be done, and the contract shall be performed, in accordance with the provisions
of the most current edition of "STANDARD SPECIFICATIONS FOR PUBLIC
WORKS CONSTRUCTION" (commonly known as "the GREEN BOOK ")
including Supplements, prepared and promulgated by the Southern California
Chapter of the American Public Works Association and the Associated General
Contractors of California, which specifications are hereinafter referred to as the
"Standard Specifications."
11.6 General Requirements. All of Contractor's and its sub - contractor's policies of
insurance shall:
A. Name City, its officers, officials, employees, agents,
representatives and volunteers (collectively hereinafter "City and City
Personnel ") as additional insureds and contain no special limitations on the
scope of protection afforded to City and City Personnel;
B. Be primary insurance and shall provide that any insurance or
self- insurance maintained by City or City Personnel shall be in excess of
Contractor's insurance and shall not contribute with it;
C. Be "occurrence" rather than "claims made" insurance;
D. 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;
E. Be endorsed to state that the insurer shall waive all rights of
subrogation against City and City Personnel; and
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F. Be written by good and solvent insurer(s) admitted to do
business in the State of California and acceptable to City.
11.7 Deductibles. Any deductibles or self- insured retentions must be declared
to and approved by City prior to the execution of this Agreement by City.
11.8 Notice of Policy Changes. Each such insurance policy shall be endorsed
to state that coverage shall not be suspended, voided, cancelled, reduced in coverage
or in limits, non - renewed, or materially changed for any reason, without thirty (30)
days prior written notice thereof given by the insurer to City by U.S. mail, certified, or
by personal delivery. In addition to such notice provided to City by the insurer,
Contractor shall also provide City with thirty (30) days prior written notice, by
certified mail return receipt requested, of the suspension, voiding, cancellation,
reduction in coverage or in limits, non - renewal, or material change for any reason, of
any such insurance policy or policies.
11.9 Evidence of Coverage. Contractor shall furnish City with certificates of
insurance demonstrating the coverage required by this Agreement which shall be
received and approved by City not less than five (5) working days before work
commences. The duplicate originals and original endorsements for each insurance
policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf. The procuring of such insurance or the delivery of duplicate originals and
endorsements evidencing the same shall not be construed as a limitation on
Contractor's obligation to indemnify City and City Personnel.
12. Indemnification. Contractor shall indemnify, defend, and hold City and City
Personnel harmless from and against any and all actions, claims, demands, judgments,
attorney's fees, costs, damage to persons or property, penalties, obligations, expenses
or liabilities that may be asserted or claimed by any person or entity arising out of the
acts, errors, or omissions of Contractor, its employees, agents, representatives or
subcontractors in the performance of any tasks or services for or on behalf of City,
whether or not there is concurrent active or passive negligence on the part of City
and/or City Personnel; provided, however, that the Contractor shall not be required to
indemnify, defend or hold harmless City or City Personnel against claims arising from
the sole active negligence or willful misconduct of City or City Personnel. In
connection therewith:
12.1 Contractor shall defend, with Counsel acceptable to City, any action or
actions filed in connection with any such claimed damage, injury, penalty, obligation
or liability, and shall pay all costs and expenses, including attorney's fees, incurred
therewith.
12.2 In the event City and/or any City Personnel is made a party to any action
or proceeding filed or prosecuted for any such claimed damage, injury, .penalty,
obligation or liability, Contractor shall defend City and pay to City any and all costs
and expenses incurred by City in such action or proceeding, together with actual
attorney's fees and expert witness fees.
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13. Compliance with Laws. Contractor shall keep fully informed of all State and Federal
laws and County and Municipal ordinances and regulations which in any manner
affect those employed by it or in any way affect the performance of services pursuant
to this Agreement. Contractor shall at all times observe and comply with all such
laws, ordinances, and regulations and shall be responsible for the compliance of all
work and services performed by or on behalf of Contractor. Each and every provision
required by law to be inserted into this Agreement shall be deemed to be inserted, and
this Agreement shall be read and enforced as though they were included.
13.1 This contract is subject to the provisions of Article 1.5 (commencing at
Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding
the resolution of public works claims of less than $375,000. Article 1.5 mandates
certain procedures for the filing of claims and supporting documentation by the
contractor, for the response to such claims by the contracting public agency, for a
mandatory meet and confer conference upon the request of the contractor, for
mandatory nonbinding mediation in the event litigation is commenced, and for
mandatory judicial arbitration upon the failure to resolve the dispute through
mediation. This contract hereby incorporates the provisions of Article 1.5 as though
fully set forth herein.
13.2 This contract is further subject to the provisions of Article 1.7
(commencing at Section 20104.50) of Division 2, Part 3 of the California Public
Contract Code regarding prompt payment of contractors by local governments.
Article 1.7 mandates certain procedures for the payment of undisputed and properly
submitted payment requests within 30 days after receipt, for the review of payment
requests, for notice to the contractor of improper payment requests, and provides for
the payment of interest on progress payment requests which are not timely made in
accordance with this Article. This contract hereby incorporates the provisions of
Article 1.7 as though fully set forth herein.
14. Independent Contractor. Contractor shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly
independent contractor. City shall not in any way or for any purpose become or be
deemed to be a partner or employer of Contractor in its business or otherwise, or a
joint venturer, or a member of any joint enterprise with Contractor. Contractor shall
not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. Neither Contractor nor any of Contractor's employees
shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or
other fringe benefits from City; and neither Contractor nor any of its employees shall
be paid by City any wage or overtime benefit. City is under no obligation to withhold
State and Federal tax deductions from Contractor's compensation. Neither Contractor
nor any of Contractor's employees shall be included in the competitive service, have
any property right to any position, or any of the rights a City employee might
otherwise have in the event of termination of employment.
15. Covenant Against Discrimination. Contractor covenants for itself, its heirs,
executors, assigns, and all persons claiming under or through it, that there shall be no
discrimination against any person on account of race, color, creed, relation, sex,
marital status, national origin, or ancestry, in the performance of this Agreement.
Contractor further covenants and agrees to comply with the terms of the Americans
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with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) as the same may be amended
from time to time.
16. Termination By City. City reserves the right to terminate this Agreement at any
time, with or without cause, upon written notice to Contractor. Upon receipt of any
notice of termination from City, Contractor shall immediately cease all services
hereunder except such as may be specifically approved in writing by City. Contractor
shall be entitled to compensation for all services rendered prior to receipt of City's
notice of termination and for any services authorized in writing by City thereafter.
17. Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any deault shall impair such right or remedy or be construed as
a waiver. A party's consent to or approval of any act by the other party require the
party's consent or approval shall not be deemed to waive or render unnecessary the
other party's consent to or approval of any subsequent act. Any waiver by either party
of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
18. Legal Actions. The Municipal and Superior Courts of the State of California in the
County of Orange shall have the exclusive jurisdiction of any litigation between the
parties arising out of this Agreement. This Agreement shall be governed by, and
construed under, the laws of the State of California. The rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
20. Attorneys' Fees. If either party to this Agreement is required to initiate or defend, or
is made a party to, any action or proceeding in any way connected with this
Agreement, the party prevailing in the final judgment in such action or proceeding, in
addition to any other relief which may be granted, shall be entitled to litigation costs,
including actual attorney's fees and expert witness fees.
21. Force Maieure. The time period specified in this Agreement for performance of
work may be extended by City because of any delays due to unforeseeable causes
beyond the control and without the fault or negligence of Contractor, including, but
not restricted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight
embargoes, wars, litigation, and /or acts of any governmental agency, including City,
provided that Contractor shall within ten (10) days of the commencement of such
delay notify City in writing of the causes and length of the delay. If Contractor gives
notice of such delay, City shall ascertain the facts and the extent of delay, and extend
the time for performing the services for the period of the enforced delay, when and if
in the judgments of City, such delay is justified. City's determination shall be made in
writing, and shall be final and conclusive upon the parties to this Agreement. In no
event shall Contractor be entitled to recover damages against City for any delay in the
performance of this Agreement, however caused. Contractor's sole remedy shall be
extension of this Agreement.
22. Notices. Unless otherwise provided herein, all notices required to be delivered under
this Agreement or under applicable law shall be personally delivered, or delivered by
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United States mail, prepaid, certified, return receipt requested, or by reputable
document delivery service that provides a receipt showing date and time of delivery.
Notices personally delivered or delivered by a document delivery service shall be
effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the
second calendar day following dispatch. Notices shall be delivered to the following
addresses:
To City:
Doug Dancs, P.E., Director of Public Works /City Engineer
City of Seal Beach
211 Eighth Street
Seal Beach, 90740
To Contractor:
Gregory D Dineen, Vice President
Cattrac Construction Inc. -
15030 Slover Avenue
Fontana, CA, 92337
Time of Essence. Time is of the essence in the performance of this Agreement.
23. Interpretation: Severability. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for
or against either party by reason of the authorship of this Agreement or any other
rule of construction which might otherwise apply. The Section headings are for
purposes of convenience only, and shall not be construed to limit or extend the
meaning of this Agreement. Each provision of this Agreement shall be severable
from the whole. If any provision of this Agreement shall be found contrary to law,
the remainder of this Agreement shall continue in full force.
24. Corporate Authority. The person(s) executing this Agreement on behalf of the
parties hereto warrant that (i) such party is duly organized and existing, (ii) they
are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the
provisions of this Agreement, and (iv) the entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound.
25. Renewal: It is proposed that services be provided for a period of one (1) year.
Contract may be extended by written mutual agreement on a year -to -year basis not
to exceed an additional two (2) years.
For the second and subsequent contract years the rates set forth in the contract may
be adjusted upward or downward to reflect changes to the net percentage change in
the said C.P.I. during the period of time since the last preceding contract
adjustment, calculated to the nearest one percent.
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The Contractor may petition the City for rate adjustments on the basis of unusual
changes in his cost of doing business, such as revised laws or regulations, or
changes in disposal fees over which the Contractor has no control.
In order to justify such a rate increase, the Contractor shall submit financial and
accounting data to the City which clearly substantiates the requested rate increase.
After consideration of such financial and accounting data as submitted by the
Contractor and any other relevant information, the City Council shall disapprove,
approve, or approve with modification the requested rate increase. The decision of
the City Council shall be final and conclusive. The Contractor agrees to abide by
the City Council's decision.
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement
for Contract Services as of the date first set forth above.
CITY OF : S ACH CONTRACTOR
By: // By: 1 ✓ti u°
Its: At Mana• er Its: c P(1-
ttest: By:
_ / 7 Its:
City Jerk V
APPROVED AS O FORM:
uinn Barrow
City Attorney -
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ATTACHMENT 1
Quotation Dated — August 16, 2001
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General Enaineerinc Con;rac.1cr
icense #410347 • WBE #cOH7cc:,
August 16, 2001
City of Seal Beach
211 8 Street
Seal Beach, Ca. 90740
Re: Equipment Rental for Beach Reconstruction
Attn: Dan Davis
Per your request, the following rates are for the equipment to move the sand from one side of the
pier to the other are as follows:
637 E Cat Scrapers: $183.65 per hour, $900.00 move in and out
D6H LGP Cat Dozer: $140.00 per hour, $600.00 move in and out
D8K Cat Dozer: $144.69 per hour, $700.00 move in and out
All rates are union operated and maintained, overtime $30.00 per hour.
The price quote above is in comparison to our contract with the City of Long Beach.
If you have any questions, feel free to contact me at (909) 355 -1146 x 207.
Sincerely,
CATTRAC O "8TRUCTION, INC.
Gr Woiy D. Dineen
Vice President
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ATTACHMENT 2
Sand Dike/Berm Profile
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ATTACHMENT 3
Location Map
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FIGURE 1