Loading...
HomeMy WebLinkAboutAGMT - Long Beach, City of (Marina Drive Bridge) • 1 • SECOND AMENDMENT TO CONTRACT NO. 25693 2 3 THIS SECOND AMENDMENT TO CONTRACT NO. 25693 is made and 4 entered, in duplicate, as of September 4, 2003 for reference purposes only, pursuant to 5 a minute order adopted by the City Council of the City of Long Beach at its meeting on 6 September 2, 2003, by and between the City of SEAL BEACH, a municipal corporation 7 ( "Seal Beach ") and the CITY OF LONG BEACH, a municipal corporation ( "Long Beach "). 8 WHEREAS, the parties executed Contract No. 25693 to rehabilitate the 9 Marina Drive Bridge ( "Project "); and 10 WHEREAS, the parties desire to extend the term of said Contract; and 11 WHEREAS, at the time Contract No. 25693 was executed each City's portion 12 of the total costs for rehabilitation of the Marine Drive Bridge was estimated to be d R • O C GC E. o N 13 $250,000, as the local match of the $3,571,500 Highway Bridge Repair and Reconstruction 0 o 14 (HBRR) grant; and -040 V 15 WHEREAS, recent estimates have increased and now the total cost for �s der a�3�a 4 MF 16 rehabilitation of the. Marine Drive Bridge is estimated to be $10,570,062; and 17 WHEREAS, Seal Beach and Long Beach are each willing to pay fifty percent 18 (50 %) of the local agency share of the cost which is not reimbursed under the HBRR grant 19 program, currently estimated to be $1,414,063; and 20 WHEREAS, based upon the recent estimates the local agency share of the 21 cost to be funded by the Cities of Seal Beach and Long Beach will now be approximately 22 $800,000 each; and 23 WHEREAS, the parties desire to amend Contract No. 25693 to increase the 24 amount of the local agency shared cost; 25 NOW, THEREFORE, in consideration of the mutual terms and conditions in 26 Contract No. 25693 and herein, the parties agree as follows: 27 1. Section 1(a) of Contract No. 25693 is hereby amended in its entirety to 28 read as follows: 1 .• 4 • 1 "Section 1. Long Beach's Responsibilities. Long Beach shall (a) pay 2 fifty percent (50 %) of the local agency share of the cost of the Project which 3 is not reimbursed under the HBRR Program, not to exceed $800,000;" 4 2. Section 2(b) of Contract No. 25693 is hereby amended in its entirety to 5 read as follows: 6 "(b) Pay fifty percent (50 %) of the local agency share of the cost of 7 the Project which is not reimbursed under the HBRR Program, not to exceed 8 $800,000;" 9 3. Section 4(A) of Contract No. 25693 is hereby amended in its entirety to 10 read as follows: 11 "Sec. 4. Payment. A. If, after receipt and review of a final accounting 12 by Long Beach, Long Beach's share of the cost of the Project exceeds u= N ° O E ° ° 13 $800,000, then the parties shall amend this Agreement in order to authorize N � a � ° N C 7 0\ o o 14 an increase in the "not to exceed" amount and Long Beach shall pay to Seal ° d© °' • ° ° " ° 15 Beach said excess on demand from Seal Beach. Said demand shall consist ad3�� Pr,' El' 16 of a billing invoice prepared by Seal Beach and delivered to Long Beach's 17 address for notice. Conversely, if, at final accounting, Long Beach's 18 payment exceeds Long Beach's share of the cost of the Project, Seal Beach 19 shall promptly refund said excess to Long Beach. Seal Beach shall make no 20 demand until this Agreement is amended and Long Beach's time for review 21 under Section 4(C) below has expired." 22 4. Except as expressly amended herein, all of the terms and conditions in 23 Contract No. 25693 are ratified and confirmed and shall remain in full force and effect. 24 IN WITNESS WHEREOF, the parties have caused this document to be duly 25 // 26 // 27 // 28 // 2 � -fir • 1 executed with all formalities required by law as of the date first stated above. 2 CITY OF .EACH, , municipal corpora '. 3 �Q / 2'J1 v /.PAN / , 2003 By 4 'Ci e Ma ..er 5 By W, - 6 y Clerk "Seal Beach" 7 CITY OF LONG BEACH, a municipal 8 corporation 9 ?Ava vy ZO , 200%¢ By ` City Manager 10 "Long Beach" 11 'R 12 0 N 13 ° C °° ° t ,_ This Second Amendment to Contract No. 25693 is approved as to form on C O R 2 ` 14 O RS = tD w d ' ! 1 1 ( � , 2003. 15 a Q 3 d ROBERT . HANNON, City Attorney 4 ' , ';): 44 E 7 4 16 B y 17 Deputy 18 19 20 21 22 23 24 25 26 27 DFG:rjr 08/06/03 reprint 11/03/03(2 #25693_AGR) #02 -02789 28 L:\ APPS\ CtyLaw32 \WPDOCS \D008 \P002 \00048778.WPD 3 a.. ?- • • ASSUMPTION OF RISK, WAIVER OF LIABILITY AND INDEMNITY This agreement for Assum ti of Risk, We' r of Liability, and Indemnity, is made and entered into this day of 2002, by the CITY OF SEAL BEACH, a California municipal corporation ("City" in partial fulfillment of the Conditions of Approval of Coastal Development Permit -00-321 as required by the California Coastal Commission ("Commission"). RECITALS: A. The City of Seal Beach and City of Long Beach filed with the Commission Coastal Development Permit Application No. 5-00-321 to obtain the permits necessary for the demolition of an existing bridge and construction of a new bridge at Marina Drive crossing the San Gabriel River which is located within the California Coastal Zone. B. The Commission has imposed various conditions upon its approval of the coastal development permit 5-00-321 for the demolition and construction of a replacement bridge at Marina Drive. C. In compliance with the conditions imposed by the Commission, the City hereby acknowledges and agrees as follows: COVENANTS: 1. Assumption of Rick, Waiver of Liability, and Indemnity Agreement A. City acknowledges that the site of the Marina Drive Bridge may be subject to hazards from seismic events, liquefaction, storms, waves, floods, and erosion; City assumes the risks to the City and the property that is the subject of this permit of injury and damage from such hazards in connection with this permitted development; City unconditionally waives any claim of damage or liability against the Commission, its officers, agents, and employees for injury or damage from such hazards; City shall indemnify and hold harmless the Commission, its officers, agents, and employees with respect to the Commission's approval of the project against any and all liability, claims, demands, damages, costs (including costs and fees incurred in defense of such claims), expenses, and amounts paid in settlement arising from any injury or damage due to such hazards. B. In any subsequent sublease or assignment of the development authorized by this permit, the City shall include a provision requiring the sublessee or Q\My Documents\FORMS\Coastal Commission Assumption of Riskdoc\L1M05-13-02 • i • Coas•evelopment Permit 5-00-321 Marina Drive Bridge Replacement Project City of Seal Beach Assumption of Risk May 14, 2002 assignee to submit a written agreement to the Commission, for the review and approval of the Executive Director, incorporating all of the foregoing restrictions identified in Section A of this Assumption of Risk. IN WITNESS WHEREOF, this Agreement has been executed the day and year first above written. CITY OF SEAL : EACH By illA ., City .1 anager ATT? LI, Seal Beach City Clerk APPROVED AS TO FORM: 0 60444, Seal Beach City Attorney Coastal Commission Assumption of Risk 2 n, • e CITY OF SEAL BEACH ASSUMPTION OF RISK, WAIVER OF LIABILITY, AND INDEMNITY OF THE CITY OF LONG BEACH RELATING TO THE MARINA DRIVE BRIDGE OVER THE SAN GABRIEL RIVER REPLACEMENT PROJECT NO. 49676 / This Assum of Rnisk�Waiver of Liability, and Indemnity is made this 024.1 day of 4h , 2002, by the CITY OF SEAL BEACH, a California municipal corporation for the assumption of risk, waiver of liability, and indemnity of the CITY OF LONG BEACH, a California municipal corporation pursuant to Agreement 25693 made and entered into between the City of Seal Beach and the City of Long Beach dated February 23, 1998 for the replacement of the Marina Drive Bridge over the San Gabriel River, City of Seal Beach Project No. 49676. RECITALS: A. Pursuant to the aforementioned Agreement 25693 the City of Seal Beach "shall include a provision releasing Long Beach from liability except for Long Beach's obligation to pay its share under this agreement." B. In compliance with the aforementioned Recital A, the City of Seal Beach does hereby acknowledge and agree as follows: COVENANTS: 1. Assumption of Risk, Waiver of Liability, and Indemnity Agreement A. The City of Seal Beach acknowledges that the site of the Marina Drive Bridge may be subject to hazards from seismic events, liquefaction, storms, waves, floods, erosion, and construction; the City of Seal Beach \� assumes the risks to the City of Long Beach and the property that is the subject of Agreement 25693 of injury and damage from such hazards in connection with the Marina Bridge Over the San Gabriel River Project No. 49676, excepting for the City of Long Beach's obligation to pay its share of the project construction and engineering costs under the aforementioned agreement. The City of Seal Beach unconditionally waives any claim of damage or liability against the City of Long Beach, its officers, agents and employees for injury or damage from such hazards. The City of Seal Beach shall indemnify and hold harmless the City of Long Beach, its officers, agents, and employees with respect to the City of Long Beach's approval of the project against any and all liability, claims, demands, damages, costs (other than the City of Long Beach's obligation to pay its share of the project construction and engineering costs under Agreement --.5., . • • 25693), including costs and fees incurred in defense of such claims, expenses, and amounts paid in settlement arising from any injury or damage due to such hazards. B. In any subsequent sublease or assignment of the project by the City of Seal Beach, the City of Seal Beach shall include a provision requiring the sublessee or assignee to submit a written Assumption of Risk, Waiver of Liability, and Indemnity to the City of Long Beach incorporating all of the foregoing restrictions identified in Section A of this Assumption of Risk. IN WITNESS WHEREOF, this Assumption of Risk, Waiver of Liability, and Indemnity has been executed the day and year first above written. CITY OF SEAL BEACH By t'II • �f ity Manager AT M' T: 1PP 1 , Seal Beach City Clerk APPROVED AS TO FORM: eal Beach City Attorney * * * * • • CITY OF LONG BEACH �� DEPARTMENT OF FINANCIAL MANAGEMENT �A� 333 W OCEAN BOULEVARD • LONG BEACH CA 90802 • 562/570-6361 FAX 562/570-5099 PURCHASING DIVISION SUBJECT: BLANKET PURCHASE ORDER (BPO) Dear Supplier: As you may be aware, the City of Long Beach_is now using a new financial system that has changed the way we do business. The most notable change is that we will issue a Blanket Purchase Order (BPO) for Term Agreements (attached). Each department will create their own Purchase Order Release against the BPO. BPO Releases will be sent to you either via U.S. Mail or fax. My signature will not appear on the BPO Release; instead an authorized person in that department will sign the release. Shipment or service shall be made against the BPO and BPO Release Number. Releases shall be allowed only if the attached BPO Number is indicated on the BPO Release. The BPO Release number must be referenced on all invoices. Total estimated expenditures (contract amount) are - noted on the enclosed BPO. The contract amount shall not be exceeded, including tax, without my written authorization. The General Terms and Conditions on the reverse side shall apply to all BPO Releases. If you have any questions regarding this matter, please do not hesitate to contact the Buyer as shown on the enclosed BPO. The City of Long Beach appreciates your business and your patience during this transition period. Sincerely, t�YSs/ 75. 2fe 4+04w Jesse B. Johnson; Jr., C.P.P.B. City Purchasing Agent JBJ/Ip Enclosures cc: Accounts Payable (Attachments only) • BPO File (Attachments only) • BPO.LTR CITY OF LONG BEati or the Supplier may result of entering City property to deliver item,-ter frvi�1 • PURCHASE ORDER - GENERAL NDITIONS °""a`for warder. • 16. Supplier shall not assign this Purchase Order or any part hereof or any payments due L Issuance of the Purchase Order by the City constitutes acceptance of Supplier's offer on the hereunder,nor delegate any duties without the City's prior written approval. terms and conditions stated herein,and forms a contr-act'ti 17. The remedies herein reserved shall be cumulative and additional to any other remedies at 2. Cat will M pay charges for taxes,transportation, boxing,packaging,crating or returnable law or in equity. The waiver of any breach of this Purchase Order shall not be held to bt ®°g'c`a g of any other or subsequent breach. The City's failure to object to provisie by the City y unless must separately stated hereon. All sales,use,excise or similar taxes to be paid contained in any communication from the Supplier shall not be deemed an acceptance by the City must be itemized separately hereon and on invoices. The City is exempt from such provisions or a waiver of the provisions of this Purchase Order. payment of Federal Excise Tax under Certificate Number 95-730502K and supplier shall not Huge this tax to the City. 18. This Purchase Order shall not be amended,modified or rescinded,except by written 3. City's obligati herein to pay the sum hen stated for any one fiscal year shall be contingent upon agreement signed by the parties and expressly referring to this Purchase Order. the City Council appropriating the necessary funds.A fiscal year commences on October I 19. Any indebtedness of the Supplier to the City• ends on September 30 of the following year. If the City Council fails to appropriate the Y PP y may,at the City's option,be credited against aeossary funds for any fiscal year,then the Purchase Order shall terminate at no additional amounts owing by the City hereunder, cost or obligation to the City. 20. The Supplier shall indemnify, hold harmless, and defend the City, its officials and 4. Supplier shall furnish the labor,goods,materials,equipment,supplies("items")or services, employees lion any damage,loss,cost,liability,came of action or expense,whether or not or cause the work to be performed,within the time and in the manner specified in the reduced to judgment,including reasonable attorney's fees,arising from any infringement Purchase Order. Times and dates stated herein are of the essence. If at any time the or claimed infringement of any patent,trademark or copyright,or misappropriation of Supplier believes that deliveries will not be made as scheduled,written notice setting forth confidential information or trade secrets of any third party and based on the manufacture, the caul of the anticipated delay shall be immediately to the City. Deliveries must be sale or use of items supplied hereunder. v r s given item y prepaid. City will not accept COD shipments. 21. The Supplier shall furnish further itemization and breakdown of the Purchase Order price 5. City reserves the right at am time to make changes in drawings and when requested by the City. Y any ges gs in this e Order.• of shipment and packaging,and in made an l of delivery for any items in[hls Purchase 22. The Supplier and its subcontractor(s) shall not discriminate against any person in the Order. In such event,there will be made an equitable the City;ant in price and time he performance of this Purchase Order and shall comply with applicable federal and state performance mutually satisfactory to the Supplier and the Cit but any claim by the I employment° etunit laws,ordinances,rules,and regulations. The Su 1 d Supplier for such an adjustment must be made in writing within thirty days after such equal °- shall Y 2,Supplier an change. its subcontractor(s)shal comply with the Long Beach Municipal Code,Chapter 2.72, and +. • shall not discriminate against any employee nr applicant for employment or against any 6. Supplier warrants that the items delivered or the work performed hereunder shall conform. Subcontractor on the basis of race, religion, national origin, color, age, sex, sexual to the specifications,drawings,samples or other description specified by the City and shall orientation, AIDS,AIDS related condition, handicap,disabled or Vietnam Era Veteran be fit and sufficient for the purpose intended, merchantable, of good materials and status, workmanship,in goad working order and free from defect or faulty workmanship for a 23. The Supplier shall comply with all applicable federal, state, and local laws, rules, period of at least ninety days. When defective items or faulty workmanship is discovered and ordinances pertaining to the subject matter hereof. which requires repair or replacement pursuant to this warranty,Supplier shall provide all regulations an pe g j laboq materials,parts and equipment to correct such defect at no expense to the City. 24. The Supplier,its employees,and agents shall be considered independent contractors and 7. Supplier shall defend,indaufy and hold the City,its officials and employees harmless from,. ^not empl°Yeas or agents of the City. m all loss,damage,liability,demands,claims,causes of action,costs and expenses(including reasonable attorneys'fm)for injuries to persons(including death)or damage or destruction 25, City's purchase are based on its actual needs and requirements; City is obligated to property motored with or arising from the negligent acts or omissions,willful misconduct hereunder to purchase only the items and throe quantities that City needs and requires, misrepresentations of Supplier, its agents or employees in the performance of this regardless of any estimated quantities stated. or Purchase Order. THE FOLLOWING ADDITIONAL CONDITIONS APPLY WHEN THE SUPPLIER IS;• 8. Oy reserves the right to terminate this Purchase Order at any time in whole or in part even PERFORM WORK ON THE PREMISES OF THE CITY: though the Supplier is not in default hereunder. In such event there will be made an 26. If,during the work,the Supplier allows any indebtedness or lien to accrue for labor, equitable adjustment of the terms that is mutually satisfactory to the City and the Supplier. equipment,or materials, which may become a claim against the City,the Supplier shall Upon receipt of any notice of such termination, the Supplier shall, and deliver,such notice immediately,upon request from the City, such claim or indebtedness or cause such lien as directed,• directs,immediately discontinue all work on the Purchase Order and deliver,if and pay sv as directed,to the City all completed and partially completed items and work in process. to be dissolved and discharged by giving a hand or otherwise and,in case of failure to do This section shall not limit or affect the right of the City to terminate this Purchase Order so,de City may withhold any money due the Supplier until such claim,indebtedness or lien immediately upon Supplier's breach,in which case no equitable adjustment will be made. is paid or may apply such money toward the discharge thereof;or in such event the City may,at its option,cancel this Purchase Order,take possession and control of the work,and 9. City reserves the right to terminate this Purchase Order or any part hereof and reject complete the same or cause the same to be completed. Supplier shall pay to City the delivery of items if delivery is not made when and as specified. The Supplier shall he difference between the Purchase Order price and the actual cost to the City in completing for any direct lasses,but not any consequential damn sustained by the City b or causing the work to be completed. charged Y Y 9 6es,sus nine Y Y Y reason of such delay or failure,except losses caused by a delay for reasons beyond the Supplier's reasonable control. Direct losses shall include any costs to the City in excess of 27. The Supplier shall carry on the work at Supplier's own risk until the same is fully the Purchase Order price of obtaining items or services from other sources similar to these completed and accepted and shoe,in case of any accident,destruction or injury to the work cancelled or rejected hereunder. or kerns before final completion and acceptance, repair or replace the work or items so injured,damaged or destroyed,at Supplier's own expense and to the satisfaction of the 10. City shall pay to the Supplier the price(s) in the Purchase Order on delivery of the items City. When items are furnished by others for installation or erection by the Supplier,the or services and acceptance thereof by the City Manager or his designee,or upon completion Supplier shall race ve unload, store, and handle same at site and become responsible of the work to be performed and acceptance thereof,as specified in the Purchase Order. therefor,as though such items were being furnished by the Supplier under the Purchase Defective items not in accordance with the City's specifications shall he held for the Order. Supplier's instructions u the Supplier's risk,and if the Supplier so directs,will be returned 22 Supplier shall obtain and maintain at its expense,until completion of performance at the Supplier's expense. and acceptance by City,from an insurer admitted in California or with a rating of II. Supplier shall not substitute items without written approval of the City Purchasing Agent or apdvakm to A:VDI by Best's,unless waived in writing by City's Risk Manager, pplier pprova 6 the following insurance: or designee. a. COMPREHENSIVE GENERAL LIABILITY naming City,its officials,employees l2. All royalties for patents,or charges for the use of patents which may be involved in any and agents as additional insureds for injury t°or death of persons or damage m or hunts furnished under this Purchase Order shall be included in the Purchase Order loss of property arising from or connected to Supplier's performance hereunder: price. 81,000,000 combined single limit for each occurrence or 82,000,000 general 13. Incases where a price subject to escalation has been agreed upon,all claims for such price agg`ega1e, - - escalation cast be received by the City within 60 days after date of final shipment. The b. AUTOMOBILE LIABILITY: 8500,000 combined single limit per accident for bodily price Escalation shall be shown as a separate item on the invoice. Unless an escalator clause injury and property damage catering owned,non-owned and hired vehicles. has been shown as a specific part of this Purchase Order,the Supplier shall not be entitled c. WORKER'S COMPENSATION: As required by the California Labor Code. to reimbursement for cots incurred due to escalation. Self-insurance and self-insured retention must be approved in writing by City and protect pprose g y y u pro 14. All items or services provided under this Purchase Order shall comply with the Safety City io the same manner and event as if the policies had not contained retention. E Orders and Regulations of the California Division of Industrial Safety,Title 8,California policy must be endorsed to state that coverage shall not be cancelled by either party Code of Rgulations(CAIJOSHA)and all applicable OSHA regulations as well as all other reduced in coverage except after 30 days prior wrtten notice to City. Supplier shall funms� applicable servos of California Code of Regulations. Supplier shall defend,indemnify and to City before performance Certificates of Insurance and original endorsements,with the hold the City,its officials,and employees harmless from any loss,claim,cause of action, original signature of one authorized by the insurer to bind coverage on its behalf,for lability,scan or expense,including but not limited to fines,penalties,corrective measures, approval as to sufficiency and form. This insurance shall not be deemed to limit Supplier's and attorney's fees,the City may sustain by reason of the Supplier's failure to comply. liability hereunder. Supplier shall require that all its subcontractors comply with this Section. City nerves the right to require complete certified copies of policies. If Supplier IS. Supplier shall keep confidential and not disclose or use in any way confidential business fails to furnish said insurance,City may terminate the Purchase Order for breach. or technical intonation that he City may disclose in conjunction with this Purchase Order geneon.pl<I107/98 • 02�23�98 ia 1 A G R E E M E N T • • 2 25693 3 THIS AGREEMENT is made and entered, in duplicate, as of 4 / PRi / , 1998 for reference purposes only, pursuant to a 5 minute order adopted by the City Council of the City of Long Beach 6 at its meeting held on mAket6 , 1998, by and between the CITY 7 OF LONG BEACH, a municipal corporation ("Long Beach "), and the CITY 8 OF SEAL BEACH, a municipal corporation ( "Seal Beach "), pursuant to 9 a minute order adopted by the City Council of the City of Seal Beach 10 at its meeting held on IL% �3� 1998. 11 WHEREAS, the Marina Drive Bridge is located partly within V 12 Long Beach and partly within Seal Beach; and 0 >0 CO Of 7 01 O L` 13 WHEREAS, Long Beach and Seal Beach desire to improve the (0 J c C U o mho 1 > 14 Marina Drive Bridge, which work is hereinafter referred to as o� c, 2 v 15 "Project"; and O of , c 3 16 WHEREAS, Seal Beach is willing to perform certain tasks 17 relating to the Project under the federal Highway Bridge Replacement 18 and Rehabilitation ( "HBRR ") Program; and 19 WHEREAS, Seal Beach and Long Beach are each willing to pay 20 fifty percent (50 %) of tie local agency share of the cost of the 21 Project which is not reimbursed under the HBRR Program, currently 22 estimated to be $500,000; and 23 WHEREAS, the cost of the Project is currently estimated 24 to be $2,500,000, of which the federal reimbursement will be 25 $2,000,000, and Seal Beach's share will be $250,000 and Long Beach's 26 share will be $250,000; . 27 NOW, THEREFORE, in consideration of the mutual benefits 28 to be derived by Seal Beach and Long Beach and of the mutual terms L- 99(11/96) 1 • - • •. T�i.. ' 1 and conditions herein contained, the parties agree as follows: 2 Section 1. Long Beach's Responsibilities. Long Beach 3 shall (a)'pay fifty percent (50 %) of the local agency share of the 4 cost - o a f the Project which is' not reimbursed under the HBRR Pr • - t 5 no t o ` exceed - $250, 000; 6 (b) Deposit with Seal Beach following the execution of 7 a consultant agreement by Seal Beach and its consultant for 8 preliminary engineering of the Project and upon demand from Seal 9 Beach sufficient funds to pay fifty percent (50 %) of the local 10 agency share of the cost . of the'consultant agreement relating to the 11 Project which is not reimbursed under the HBRR Program, but not more 0 0 r -0 q ca > 0 12 than the amount stated in subsection (a); c m � o O • c — c „ , 1 3 (c) Deposit with Seal Beach, following the opening of 03-1 c C 0'6 m po o r, 14 construction b .P ids for the .Project and upon demand by Seal Beach; • c U N O o -5 y - T M 15 = sufficient fLinds -to .pay the difference between - (i) : fifty percent ch Of 16 (5o %)• of the total local agency' share 'of the - cost . of the Project 17 which is not reimbursed under the HBRR Program, and (ii) the funds 18 previously deposited with Seal Beach for the Project; and 19 (d) Upon completion of the Project maintain in good 20 condition all improvements constructed as part of the Project within 21 Long Beach's jurisdiction, at the expen of Long Beach. 22 During construction of the Project, Long Beach may 23 furnish, at no cost to Seal Beach, an inspector or other 24 representative to inspect construction of the Project. The 25 inspectors for Seal Beach and Long Beach shall cooperate and .consult 26 with - each - other, but the orders o-f Seal Beach's inspector to the - 27 contractor 'or' any other person in charge of shal • 28 prevail and be final. - . L- 99(11/96) 2 • • • 1 Sec. 2. Seal Beach's Responsibilities. Seal Beach shall • 2 (a) perform the preliminary engineering studies and design, the 3 contract, administration, the .construction inspection, the testing �._ of materals,,�..the ..erection f, n o detour signs and . in ... 4 i - g ,.. P ' g, . and the 5 construction survey for the Project under.the HBBR..Program And at 6 no cost _ to .Long Beach;. 7 (b) Pay fifty percent, (50 %) of the local agency share of 8 the cost of the Project which is not reimbursed. under the HBRR 9 Program, not to exceed $250,000; 10 (c),- Before advertising.for bids, obtain approval from 11 Long Beach's Director of Public Works for those portions of Project a m L O P 12 plans which indicate work to be done or improvements to be m aD m :om. -N 13 constructed within Long Beach's jurisdiction; J C c N � f0 O 0 io ` (d) Advertise the Project for construction bids, award Q ag) 15. , .the . Project in Seal_. Beach's. name, administer. the .construction U rn 16. contract, and to do all other .things necessary and proper to • 17 complete the Project; • 18 (e) During construction of the Project, furnish an 19 inspector or other representatives to perform the function of • • 20 inspector;. and 21 (f) Furnish to Long Beach, within one hundred twenty 22 (120) calendar days after final acceptance of the Project, a final 23 accounting of the actual total cost of the Project, including an 24 itemization of actual unit costs and actual quantities for the 25 .Project. • 26 The duties of Seal Beach may be performed either by Seal 0 :27 Beach employees or- .by persons or -entities hired .by -.Seal :Beach 28 through separate agreements. These agreements shall include a L-99(11/96) 3 III • 1 provision releasing Long Beach from liability. except for Long 2 Beach's obligation to pay its share under this Agreement.- The us= 3 of such persons. or entities shall be subject to approval by Long 4 Beach's Director of Public_ Works 5 Se c: : D . A. The cost of "preliminary 6 engineering" means the -total of all costs of environmental 7 documentation, design survey, soils report, traffic indexes and 8 geometric investigation, preparation of plans, specifications and 9 cost estimates, utility engineering and all other necessary work 10 prior to advertising of the 'Proj'ect - for' - construction bids and shall 11 include currently effective percentages added to total-salaries,' � co co N 12 wages and equipment costs to cover overhead, administration and omE1N 13 depreciation in connection with any and all of .the aforementioned J C E N t o t . LO p N U .. 15 B.: The cost •o "f .the - Pr ect '..means : the L total of s ail ; costs , Uri m 3. 16 of preliminary engineering, the.'construction contract,- materials,.. 17 detour and final signs and striping, construction inspection and 18 engineering, construction survey, Utility relocation, contract 19 administration, and all other work necessary to construct the 20 Project in accordance with the approved plans, and shall include 21 - currently effective percentages added to total salaries, wages, and 22 equipment costs to cover overhead, administration and depreciation 23 in connection with any and all of the aforementioned items. 24 . C. The contract cost of the Project means the total of 25 all.payments to the construction contractor for_the Project .and the 26 total .of all_ payments to, all utility companies or contractors for the :relocation of. -facilities necessary for the construction of th' .28 Project ..: L- 99(11196) 4 • .. D. Seal Beach's and Long Beach's share of the cost of the • 2 Project shall consist of the cost of the Project, less any 3 reimbursement received under HBRR Program, based.on•a final • 4 accounting and payable at fifty, percent : (50 %) ,each y . . 5 • Sec. 4. Payment. A: If, after receipt and reviewof a 6 final accounting by Long • Beach, Long Beach's share of the cost of 7 the Project exceeds $250,000, then the parties shall amend this 8 Agreement in order to authorize an increase in the "not to exceed" 9 amount and Long Beach shall pay to Seal Beach said excess on demand 10 from Seal-Beach,- Said demand shall consist of a- billing invoice 11 prepared by Seal Beach and delivered to Long Beach's address for Nr 0 p v _ ca 12 notice. Conversely, if, at final accounting, Long Beach's payment oo N 13 exceeds Long Beach's share of the cost of the Project, Seal Beach: • )o to �oo • ` 14 shall promptly refund said excess to Long Beach. Seal Beach shall, - o • Q .15. .make no demand.until this.Agreement-is amended . and -.Long Beach's.time Cn 16. .for review under Section 4(C) below has expired. 17 B. If Long Beach's•payments are not delivered to the Seal 18 Beach office which is. described on the billing invoice within thirty 19 (30) calendar days after demand by Seal Beach, then Seal Beach is 20 entitled to recover interest thereon beginning thirty (30) calendar 21 days after demand at the rate of ten percent (10 %) per annum. 22 C. Long Beach shall review the final accounting prepared 23 by Seal Beach and report in writing any discrepancies to Seal 24 Beach's Department of Public Works within thirty (30) calendar days 25. .after receipt the.final accounting. Undisputed shall be • paid by Long Beach to Seal Beach pursuant to Section 4.(A) above. 410 27 Seal Beach's Department.of.'Publi.c Works shall....review all. disputed 28 charges and submit a__written justification detailing the basis for L- 99(11/96) 5 • III • • • 1 those charges within thirty (30) calendar days after receipt of Long 2 Beach's written report. Long Beach shall then make payment of th- 3 previously disputed charges or submit justification of non - payment 4 within thirty (30) days after the date of receipt - written 5 justification from Seal Beach's Department of Public Works. 6 - Sec. 5. Miscellaneous. A. This Agreement may be modified • 7 only by an amendment signed by duly authorized'officers of Seal 8 Beach and Long Beach, which expressly refers to this Agreement. 9 B. This Agreement constitutes the entire understanding 10 between the parties and supersedes all other agreeft i s,` oral or 11 written, with respect to the subject matter herein. 0 ›o 12 C. If there are any legal proceedings between the parties co g 2g th.ON 13 to enforce or interpret this Agreement or to protect or establish N J C C N U o CO °� ad 14 any hts ' or remedies hereunder, - the prevailing party shall be C) N y L N _.. .7c. � 15 d� entitleto" its •costs aril expenses, including reasonable attorney's U2 gym rn 16 fees and' -court costs (including appeals). • 17 D. In the performance of this Agreement and subject to 18 applicable rules and regulations, neither Seal Beach nor Long Beach 19 shall discriminate on the basis of race, religion, national origin, 20 color, age, sex, sexual orientation, AIDS, AIDS related condition, 21 handicap, disability, or Vietnam Era veteran status. 22 E. The acceptance of services or the payment of money by 23 Long Beach shall not operate as a waiver of any provision of this 24 Agreement, or of any right to' indemnity hereunder. The waiver of 25 any breach of this Agreement shall not constitute - a waiver ofany • 2 other.or subsequent breach of this greement: • 27 F. Long Beach•.•shall.have the right all reasonabl 28 times to - inspecti review, extract information from and copy L-99(11/96) 6 • ! ! • 1 all books, records, accounts and other documents of Seal 'Beach • 2 relating to this Agreement and the Project during the term of this . 3 Agreement .and for a period of two (2). years after-its expiration or ;.4 termination. .. 5 -G. This Agreement is not intended or- designed or entered - 6 for the purpose,of creating any benefit. or right for any person or 7 entity or any kind that is not a party to this.Agreement. 8 H. This Agreement has been drafted as a joint effort of . 9 the parties and shall not be construed against either as the 10 drafter. .. - . 11 Sec. 6. Indemnification. A. Neither Seal Beach nor any co a 12 officer or employee of Seal Beach shall be responsible for any av co . > o c m N 2 ° o goQ10 , 13 damage or liability occurring by reason of any acts-or omissions on to J c C N 40 E U .` 14 the part of Long Beach . delegated, to .' or determined to be the ...... ¢�`. 15 • responsibility ,of - Long Beach under this Agreement. - Pursuant to O r) o ) c 16 Government Code Section 895.4, Long Beach shall indemnify, defend, 17 and hold.Seal Beach harmless from any liability imposed for injury 18 (as defined by Government Code, Section 810.8) occurring by reason 19 of any acts or omissions on the part of Long Beach delegated to or 20 determined to be the responsibility of Long Beach under this 21 Agreement. - 22 B. Neither Long Beach nor any officer or employee of Long 23 Beach shall be responsible for any damage or liability occurring by 24 reason of any acts or omissions on the part of Seal Beach delegated - 25: to or determined be the responsibility of Seal Beach under this 26 Agreement. Pursuant to Government Code Section 895.4, Seal Beach 41v 27: shall' indemnify,. defend - ,.. -:and .hold :Long. Beach harmless from any 28 liability imposed for injury (as defined by Government Code, Section L- 99(11/96) • 7 . . • 1 810.8) occurring by reason of any acts or omissions on the part of 2 Seal Beach delegated to or determined to be the responsibility o 3 Seal Beach under this Agreement. 4 Sec. 7. Notice. Any notice required hereunder by either ,S partysha11 be - in writing and personally delivered or deposited in • 6 the U.S. Postal Service, first class, postage prepaid, addressed to 7 Seal Beach at 211 8th Street, Seal Beach, CA 90740 Attn: City 8 Manager, and to Long Beach at 333 West Ocean Boulevard, Long Beach, 9 CA 90802 Attn: City Manager. Notice of change of address shall be 10 given in the same manner as stated herein for other notices. Notice a 11 shall be deemed given on the date deposited in the mail or on the u m ;o 12 date personal delivery is made, whichever occurs first. c L om2N 13 Sec. 8. Term. This Agreement shall begin at 12:01 a.m. co --1 c E -- I 013 N 2 O _ o `� 14 p�Q„/L � 1 998, and shall end at midnight •,o, O ° N U i 15 E�1gte ,5/ % 1999 It . . 62 m 16 IN WITNESS WHEREOF, the parties have caused this Agreement 17 to be executed with all the formalities required by law.as'of the 18 date first stated above. • 19 CITY OF SEAL BEACH, a municipal corporatio 20 ; `1 � 1 /� . 21 / -/-Wt/Z-, 7 , 1998 By _ City Manager 22 / . pp n /C)4/Z. 8 ; } 23 /"1G� , , 1998 By > ` v I ) o Ci Clerk '. li 24 v "Seal Beach" 25 - 26 /1/ ' 27 /// , 28 /// - -- . L-99(11/96) 8 ....._ .. . . • . • 1 - -1- ' This Agreement is hereby approved as to form on III ' , 1998. 3 4Z/it:A L City Attorney By 2 ' - Deputy 6 • _ . . . _ • - 7 CITY OF LONG BEACH, a municipal . , ... corporation 8 9 'Rea' _ ..-1 , 1998 By 2 iO4 j-1_–.-..- 7 /„. , ( SISTAST /City Manager 10 EXECUTED PURSUANT "Long Beach "TO SECTION 301 OF 11 -■ THE CITY CHARTER. 12 This Agreement is hereby approved as to form on cp > a C CO 1 23 0 0) 0) CD Oc a .c 0 CO . 13 5f g , 1998. • ,,_100-; . • 0 -626 ,,c2 • 1: .14 JOHN R. CALHOUN, City Attorney 0 L0 ---, 0— . >. co) c, . • . .• 52 0, • , • - . • 0 . . 3 16 . By 00 Deputy • 17 . . 18 • 19 20 4 ; 21 , • , 22 23 24 25 ' , • 26 01/ 27 DFG : rmb 2 -11- 98 . . . . .. 28 LBSLBCH.AGR - -- L-99(11/96) . 9 CALIFORNIA ALL- PURPOSACKNOWLEDGMENT • = ..cr crc. re r..- <-..crc:rcxcrcrr�C.c:t`. -xs..c rc:r r -. xs..c:ccr.`r -..".<: rr: C .cre:(`.c..-'.cre:<`.c-:re:rcrc\ cre:C.e. (-.. .ed c �ercrc^c c-CQ State of „g • I County of On - before me, Date Name and Title of Officer (e.g., "Jane Doe. Notary Public ") personally appeared Name(s) of Signer(s) R personally known to me – OR – proved to me on the basis of satisfactory evidence to be the person(s) 8 whose name(s) is /are subscribed to the within instrument g and acknowledged to me that he /she /they executed the •same.in his /her /their authorized capacity(ies), and that by g his/her/their signature(s) on the instrument the person(s), �5�,II or the entity upon behalf of which the person(s) acted, executed the instrument. 4 e WITNESS my hand and official seal. ( Signature of Notary Public ' OPTIONAL . Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent { fraudulent removal and reattachment of this form to another document. Description of Attached Document • - Title or Ty of Document: . Document Date: . Number of Pages: Signer(s) Other Than Named Above: 4 Capacity(ies) Claimed by Signer(s) g Signer's Name: Signer's Name: g Individual `; Individual p Corporate Officer F.: Corporate Officer 8 Title(s): Title(s): Partner — Limited E General ` Partner — Limited ❑ General ?� Attorney -in -Fact _ Ei Attorney -in -Fact ?� Trustee = Trustee ?� Guardian or Conservator RIGHT THUMBPRINT RI THUMBPRINT ( S OF SIGNER IT Guardian or Conservator OF SIGNER _ ( ' Other: Top of thumb here Other: Top of thumb here S igner Is Representing: Signer Is Representing: h 1 410 Oc. 1995 National Notary Association • 8236 Remmet Ave.. P.O. Box 7184 • Canoga Park. CA 91309 -7184 Prod. No. 5907 Reorder Call Toll -Free 1-800-876-6827