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AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement ") is made and entered
into as of 19 day of June 2001 by and between the CITY OF SEAL BEACH, a municipal
corporation ( "City ") and Connolly- Pacific Co., a California corporation ( "Contractor ").
RECITALS
WHEREAS, City desires to employ the services of a contractor to provide full service
for the temporary repair of the Seal Beach Groin; 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. Seal Beach Groin.
2. Dcscription of Services to be Provided. Contractor shall construct the Interim Groin
Repair as shown on the drawing with the same title, prepared by Moffatt and Nichol
Engineers, and dated 5/31/01 for the prices detailed on the submitted bid form within
15 calendar days.
3. Term. Unless terminated earlier as set forth in this Agreement, the services shall
commence on June 20 , 2001 ( "Commencement Date ") and the term of this
Agreement shall continue through September 30, 2001. weather permitting.
4. Party Representatives.
The City designates Doug Dancs to act on City's behalf.
The Contractor designates the following person to act on Contractor's behalf: Michael
Ellis
5. Attachments. This Agreement incorporates by reference the following Attachments to
this Agreement:
Attachment 1: Bid Form
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
S \Mike Ellis \V2 undated proin repair contract- Seal Beach(CPCo) v2 do .)
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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, as designed by Moffatt & Nichol, Engineers.
8. Performance to Satisfaction of City. Contractor agrees, weather permitting, 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 unit prices on the bid form
attached as Schedule 1. Prices to include all materials, equipment, transportation, and
labor necessary to construct the project complete and ready for service.
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
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.
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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 otherweise 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
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.
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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 one working day 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,
at torney. 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.
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
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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
anypr op er tsright 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
with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) as the same may be amended
from time to time.
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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. Right to Stop Work: Termination By Contractor. Contractor shall have the right to
stop work only if City fails to timely make a required ?, at which point Contractor may
suspend performance under this Agreement after thirty (30) days' prior written notice
to City. Contractor shall immediately cease all services hereunder as of the date
Contractor's notice of termination is sent to the City. Contractor shall be entitled to
compensation for all services rendered prior to the date notice of termination is sent to
City and for any services authorized in writing by City thereafter.
18. 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.
19. Legal Actions. The Municipal and Superior Courts of the State of Califomia 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 actualat t orney !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
judgement of City, such delay is justified. City's determination shall be made in
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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
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: City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
To Contractor: Connolly - Pacific Co.
1925 Pier D Street
Long Beach CA 90802 -1089
23. Time of Essence. Time is of the essence in the performance of this Agreement.
24. 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.
25. 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.
[Continued on page 8.]
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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement
for Contract Services as of the date first set forth above.
CITY 041 AOACH CONT' OJ/
By: 1 BY: I 11
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Its: A Mana_•er Its: . — 41_GJ
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Cit Clerk
APPROVED AS TO FORM:
Quinn Barrow
City Attorney
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ATTACHMENT 1
Bid Form
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:; '•t.; :o'.j;5 ./13/01 17:00 MOFFATT 3 NICHOL 4 4314067 NO. 176 D03
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BID FORM
Seal Beach Interim Groin Repair
I the undersigned, being a duly licensed General Contractor in the State of California, do hereby
offer to construct the Interim Groin Repair as shown on the drawing with the same title, prepared
by Moffatt & Nichol Engineers, and dated 5131/01 for the prices as detailed below. These prices
include all materials, equipment, transportation, and labor necessary to construct the project
complete and ready for service.
Bid Item 1: Locate, remove and dispose of all concrete debris within the construction area that
may hinder the installation of the interim repairs, including cutting of
preLs�e�ssmg rand or.reinforf ing bap as necessaryfor a Lump Sum Price of
X Z - PiAh4' Vttwtdied (S &.n OO ) in figures.
Bid Item 2: Furnish and install steel sheetpiles in the configuration shown, including field
coatng the top conta t surfaces as indicated for a Lump Sum Price of
OJ — 42Q&4 O jULhld/lz� 2-<7 ) in figures.
Additive /
•Bid Item 2A: Shop coat the sheetpiles furnished in Bid Item 2 prior to delivery to the job site
,'with e system • dicated for a Lump Sum Price of
to. :'i !/ .:141/.4 $ /4, 3OO ) in figures.
/Pd
Bid Item 3: Construct conercte sea s)n fabric f s in four location as indicated for a Lump
A. Sum Price of'511,e /Ail/ ($ 5CO ) in figures.
Pre • iv/ jaerehed
Bid Item 4: Furnish and install hot dipped galvanized fabricated caps, bolts, nut, and washed
LIIVed fof L Price of
($ //
) in figures.
/114 /
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The total price for all Bid Items except 2A is ll/Jd_ 4 ./..�q QG/G* 07ee
($ A 2// %X in figures. . i �� /?ZLn
If awarded this project II will complete the work shown within /S calendar days. (No (per,J4)
Submitted by: , Cam, ` -61/4/,J , Title: �iGt i.efs/a i,' '
Company Name: C_O•Z/.t/OLU,V� j' C License# /4740/() 4'
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Address: /925 /!e b 5T phone: 4Sdz) 437 3/
64
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JUN-13-2001 17:21 310 424 7499 .96% P.03
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• � �,'.'/ CONNOLLY-PACIFIC CO. `-+ T
/ CONTRACTORS
BERTH 040
1925 PIER O STFEET
LONG BEACH,CALIFORNIA 90802"1089
PHONE, (962)437.2631
FAX {362)435-2025
Moffat&Nichol Engineers June 15, 2001
250 W. Wardlow Road
Long Beach, CA. 90807
Attn.: James Crumpley
Project Manager
Subject: Emergency Repair Seal Beach Groin
M&N No. 3874-01
Dear Mr. Crumpley:
Connolly-Pacific (CPCo) is pleased to submit the attached bid for the Seal Beach
Interim Groin Repair.
We have investigated purchasing the listed sheetpiles (PZ-22), but found that
they are not readily available. According to suppliers, delivery of these sheets
would be in late July. Therefore,we have quoted this project using new AZ-18
sheetpiles (see attached specification sheet). These sheets are currently available.
The AZ-18 sheetpiles are more costly than the PZ-22 (an additional $4,000 -
difference w/ coating and freight charges). If the City of Seal Beach chooses to
wait until the July/ August to construct this project, CPCo's bid price could be
reduced.
CPCo estimates that this project could be completed by July 401, 2001, if the
AZ-18 sheetpiles are approved and do not require coating (Note: If coating is
required, add approximately three weeks to the completion date). Also, the City
of Seal Beach would need to provide CPCo an award/ notice to process or letter of
intent by Tuesday, June 19th, 2001.
This bid excludes all traffic control, pedestrian control, permits, and non-daylight
work hours.
If you have any questions regarding this bid,please do not hesitate to contact me
at (562)437-2831.
Very truly yours,
CONNOLLY-PACIFIC CO.
ti
I Mi el G. llis
I Vice President,
i Engineering&Estimating
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JUN-15-2001 17 20 310 424 7489 9E% P.02 •
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