HomeMy WebLinkAboutAGMT - Prestige Striping Services, Inc. (Striping and Signage Improvements) \ — •
AN AGREEMENT
FOR STRIPING AND SIGNAGE IMPROVEMENTS
PROJECT NO. ST 1008 -B
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
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Prestige Striping Services, Inc.
1054 Railroad St.
Corona, CA 92882
(951) 270 -2999
THIS AGREEMENT is made and entered into this 12th day of April, 2010, by and between the
City of Seal Beach, a California charter city ( "City "), and Prestige Striping Services, Inc., a
( "Contractor ").
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RECITALS
A. WHEREAS, the City Council has approved the plans and specifications for the Striping
and Signage Improvements ( "Project ") with respect to design criteria; and
B. WHEREAS, Contractor has submitted a bid to City for the Project dated March 24, 2010
in the amount of $9,255 ( "Accepted Proposal" hereinafter). The Accepted Proposal is attached hereto as
Exhibit G and contains, among other things, provisions defining the Project scope.
NOW, THEREFORE, in consideration of performance by the parties of the mutual promises,
covenants, and conditions herein contained, the parties hereto agree as follows:
AGREEMENT
1.0 Contractor's Services.
1.1 Scope and Level of Services. For and in consideration of the mutual promises set
forth herein, and subject to the terms and conditions set forth in this Agreement, Contractor shall perform
and complete in good and workmanlike manner all work ( "Work ") required by this Agreement and the
documents listed in Subsection 1.2 for the Project.
1.2 Contract Documents. The "Contract Documents" that comprise the agreement
between the City and the Contractor are the: Notice Inviting Bids, Instructions to Bidders, Accepted
Proposal, Non - Collusion Affidavit, Bid Schedule(s), List of Subcontractors, Contractor's Industrial
Safety Record, Contractor's Qualification Statement, Bid Security Forms for Check or Bond,
Specifications, General and Special Provisions and documents referenced therein, all addenda as prepared
prior to the date of bid opening setting forth any modifications or interpretations of any of said
documents, this Agreement, Exhibits attached to this Agreement, including but not limited to the
Performance Bond (Exhibit A), Payment Bond (Exhibit B), Worker's Compensation Insurance Certificate
(Exhibit C), Insurance Endorsements (Exhibit D), Acknowledgment of Penal and Civil Penalties
Concerning Contractor Licensing Laws (Exhibit E), Labor Law Requirements (Exhibit F), Accepted
Proposal (Exhibit G) and any and all supplemental agreements executed amending or extending the work
contemplated and that may be required to complete the work in a substantial and acceptable manner.
These Contract Documents are hereby incorporated into this Agreement.
1.3 The Work shall be performed in accordance with the Plans, Specifications and
other Contract Documents. Contractor shall furnish at its own expense all labor, materials, equipment and
services necessary therefore, except such labor, materials, equipment and services as are specified in the
Contract Documents to be furnished by City.
1.4 In the event of any material discrepancy between the express provisions of this
Agreement and the provisions of the other Contract Documents, the provisions of this Agreement shall
prevail.
2.0 Effective Date. This Agreement is effective as of April 12, 2010 (the "Effective Date "),
and shall remain in full force and effect until Contractor has rendered the services required by this
Agreement.
3.0 Payment. For performing and completing the work in accordance with the Contract
Documents, City shall pay Contractor, in full compensation therefor, the amount of $9,255, subject to any
additions and deletions pursuant to the terms of the Contract Documents. Said sum shall constitute
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payment in full for all work performed hereunder, including, without limitation, all labor, materials,
equipment, tools and services used or incorporated in the work, supervision, administration, overhead,
expenses and any and all other things required, furnished or incurred for completion of the work as
specified in the Contract Documents. City shall make payments to Contractor on account of the contract
sum at the time, in the manner, and upon the conditions specified in the Contract Documents.
4.0 Contractor's Personnel.
4 „1 All Work shall be performed by Contractor or under Contractor's direct
supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and
local law and by the Notice Inviting Bids/Instructions to Bidders to perform such Services, including,
without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code.
4.2 Contractor shall be responsible for payment of all employees' wages and
benefits, and shall comply with all requirements pertaining to employer's liability, workers'
compensation, unemployment insurance, and Social Security. Contractor shall fully comply with the
workers' compensation law regarding Contractor and Contractor's employees.
4.3 Contractor shall indemnify and hold harmless City and its elected officials,
officers and employees, servants, designated volunteers, and agents serving as independent contractors in
the role of city officials, from any and all liabilities, damages, claims, costs and expenses of any nature to
the extent arising from Contractor's alleged violations of personnel practices.
4.4 Contractor is, and shall at all times remain as to City, a wholly independent
contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or
otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of
Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not,
at any time, or in any manner, represent that it or any of its officers, agents, or employees are in any
manner employees of City. Contractor shall pay all required taxes on amounts paid to Contractor under
this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and
interest asserted against City by reason of the work performed pursuant to this Agreement.
4.5 City shall have the right to offset against the amount of any fees due to
Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's
failure to promptly pay to City any reimbursement or indemnification arising under this Section 4.
5.0 Indemnification.
5.1 Contractor's Duty. Contractor shall indemnify and hold the City, its elected
officials, officers, employees, volunteers, agents, and those City agents serving as independent contractors
in the role of City officials (collectively "Indemnitees ") free and harmless from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property), demands,
obligations, damages, actions, causes of action, suits, losses, bid protests, stop notices, judgments, fines,
penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and
court costs) of every kind and nature whatsoever (individually, a "Claim;" collectively, "Claims "), in any
manner arising out of or incident to the performance of the Agreement, including without limitation the
payment of all consequential damages and attorneys fees and other related costs and expenses. Further,
Contractor shall appoint competent defense counsel, at Contractor's own cost, expense and risk, to defend
any and all such suits, actions or other legal proceedings of every kind arising out of or incident to the
performance of the Agreement that may be brought or instituted against Indemnitees. Contractor shall
pay and satisfy any judgment, award or decree that may be rendered against City or the other Indemnitees
in any such suit, action, or other legal proceeding arising out of or incident to the performance of the
Agreement. Contractor shall reimburse the City and the other Indemnitees, for any and all legal expenses
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and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided..
Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
Contractor or Indemnitees. This indemnity shall apply to all Claims and liability regardless of whether
any insurance policies are applicable.
5.2 Bid Protests. In addition to its obligations pursuant to Section 5.1, Contractor
shall reimburse the City for all attorney fees and costs incurred by City in connection with, arising out of
or incident to any bid protest.
5.3 City's Sole Negligence. Nothing in Section 5.1 shall be construed to require
Contractor to indemnify Indemnities for that portion of any Claim to the extent arising from the sole
negligence or willful misconduct of the Indemnities.
5.4 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that
they may possess against Contractor because of the acceptance by City, or the deposit with City, of any
insurance policy or certificate required pursuant to this Agreement.
5.5 Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties
claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting
within the scope of their duties, from all claims, losses, and liabilities arising out of or incident to
activities or operations performed by or on behalf of the Indemnitor.
5.6 Survival. The provisions of this Section 5 shall survive the termination of the
Agreement and are in addition to any other rights or remedies that Indemnitees may have under the law.
Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity
provision, and an entry of judgment against an Contractor shall be conclusive in favor of the Indemnitee's
right to recover under this indemnity provision.
6.0 Insurance.
6.1 Liability Insurance. Contractor shall procure and maintain in full force and effect
for the duration of this Agreement insurance against claims for injuries to persons or damages to property
and professional negligence which may arise from or in connection with the performance of the services
hereunder by Contractor, and its agents, representatives, employees and subconsultants. The policy limits
set forth below do not act as a limitation upon the amount of indemnification to be provided by
Contractor. Contractor shall complete and execute the following documents attached as Exhibits hereto
and incorporated herein by this reference:
6.1.1 Exhibit D -1: Additional Insured Endorsement - Commercial General
Liability
6.1.2 Exhibit D -2: Additional Insured Endorsement - Automobile Liability
6.1.3 Exhibit D -3: Additional Insured Endorsement
6.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage
shall be at least as broad as:
6.2.1 Insurance Services Office Commercial General Liability coverage
(occurrence form CG 0001).
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6.2.2 Insurance Services Office form number CA 0001 (Ed. 1/87) covering
Automobile Liability, code 1 (any auto).
6.2.3 Insurance Services Office form number CG 20 10 11 85 (Ed. 11/85)
covering Additional Insured— Owners, Lessees or Contactors (Form B).
6.2.4 Worker's Compensation insurance as required by the State of California
and Employer's Liability Insurance.
6.3 Minimum Limits of Insurance.. Contractor shall maintain limits no less than:
6.3.1 General Liability: $2,000,000 per occurrence and in the aggregate for
bodily injury, personal injury and property damage. Commercial General Liability Insurance or other
form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be
twice the required occurrence limit.
6.3.2 Automobile Liability: $2,000,000 per occurrence for bodily injury and
property damage.
6.3.3 Employer's Liability: $1,000,000 per occurrence and in the aggregate for
bodily injury or disease and Workers' Compensation Insurance in the amount required by law.
6..4 Deductibles and Self - Insured Retentions. Contractor shall inform City of any
deductibles or self - insured retentions except with respect to any professional liability insurance.
6.5 Other insurance Provisions. The general liability and automobile liability
policies are to contain, or be endorsed to contain, the following provisions:
6.5.1 City, its officers, officials, employees, designated volunteers and agents
serving as independent contractors in the role of city or agency officials, are to be covered as additional
insureds as respects: liability arising out of activities perforrned by or on behalf of Contractor; products
and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles
owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope
of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as
independent contractors in the role of city or agency officials which are not also limitations applicable to
the named insured.
6.5.2 For any claims related to this Agreement, Contractor's insurance
coverage shall be primary insurance as respects City, its officers, officials, employees, designated
volunteers and agents serving as independent contractors in the role of city or agency officials. Any
insurance or self - insurance maintained by City, their officers, officials, employees, designated volunteers
or agents serving as independent contractors in the role of city or agency officials shall be excess of
Contractor's insurance and shall not contribute with it..
6.5.3 Contractor's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
6.5.4 Each insurance policy required by this clause shall be endorsed to state
that coverage shall not be canceled or materially modified except after 30 days prior written notice by
first class mail has been given to City.
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6.5.5 Each insurance policy, except for any professional liability policy,
required by this clause shall expressly waive the insurer's right of subrogation against City and its elected
officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as
independent contractors in the role of city or agency officials.
6.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current
A..M. Best's rating of no less than A:VII unless waived in writing by City's Risk Manager.
6.7 Verification of Coverage. All insurance coverages shall be confirmed by
execution of endorsements on forms approved by the City. The endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and
approved by City before services commence. As an alternative to City forms,
Contractor's insurer may provide complete, certified copies of all required insurance policies, including
endorsements effecting the coverage required by these specifications.
7.0 Liquidated Damages. Should the Contractor fail to complete the project, or any part
thereof, in the time agreed upon in the Contract, the Contractor shall reimburse the City for the additional
expense and damage for each calendar day that the Contract remains uncompleted after the Contract
completion date. It is agreed that the amount of such additional expense and damage incurred by reason
of failure to complete the Contract is the per diem rate $250 per calendar day. Such amount is hereby
agreed upon as liquidated damages for the loss to the City resulting from the failure of the Contractor to
complete the project within the allotted time and to the value of the operation of the works dependent
thereon. It is expressly understood and agreed that this amount is a reasonable amount and is established
in lieu of damages that are incapable of calculation at the inception hereof; and this amount is not to be
considered in the nature of a penalty. The City shall have the right to deduct such damages from any
amount due, or that may become due to the Contractor, or the amount of such damages shall be due and
collectible from the Contractor or the Contractor's Surety. Progress payments made after the scheduled
completion date shall not constitute a waiver of liquidated damages.
8.0 Suspension. City may, in writing, order Contractor to suspend all or any part of the
Contractor's Services for the convenience of City or for work stoppages beyond the control of City or
Contractor. A suspension of the Services does not void this Agreement.
9.0 Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement
shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or
overnight courier service during Contractor's and City's regular business hours or by facsimile before or
during Contractor's regular business hours; or (b) on the third business day following deposit in the
United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such
other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of
this Section. All notices shall be addressed as follows:
If to City: City of Seal Beach - City Clerk
211 8th Street
Seal Beach, California 90740
Telephone: (562) 431 -2527
Fax: (562) 493 -9857
With a copy to: Public Works Director
City of Seal Beach
211 8th Street
Seal Beach, California 90740
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If to Contractor: Prestige Striping Services, Inc.
1054 Railroad Street
Corona, CA 92882
Telephone: (951) 270 -2999
Fax: (951) 270 -2899
10.0 Non - Assignability; Subcontracting. Contractor shall not assign, transfer, or subcontract
any interest in this Agreement or the performance of any of Contractor's obligations hereunder. Any
attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising
hereunder shall be null, void and of no effect.
11.0 Compliance with Laws. Contractor shall comply with all applicable federal, state and
local laws, ordinances, codes and regulations in force at the time Contractor performs the Services.
12.0 Non - Waiver of Terms, Rights and Remedies. Waiver by either party of any one or
more of the conditions of performance under this Agreement shall not be a waiver of any other condition
of performance under this Agreement. In no event shall the making by City of any payment to Contractor
constitute or be construed as a waiver by City of any breach of covenant, or any default which may then
exist on the part of Contractor, and the making of any such payment by City shall in no way impair or
prejudice any right or remedy available to City with regard to such breach or default.
13.0 Attorneys' Fees. In the event that either party to this Agreement shall commence any
legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in
such action or proceeding shall be entitled to recover its costs of suit, including all attorneys' fees
incurred in connection therewith.
14.0 Construction. The validity, interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of California. In the event of any asserted
ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this
Agreement shall not be resolved by any rules of interpretation providing for interpretation against the
party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted •
that portion of the Agreement.
15.0 Entire Agreement. This Agreement, including any other documents incorporated herein
by specific reference, represents the entire and integrated agreement between Contractor and City. This
Agreement supersedes all prior oral or written negotiations, representations, or agreements. This
Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed
by the parties which expressly refers to this Agreement.
(Intentionally Left Blank)
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IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have
executed this Agreement as of the date first written above.
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CITY OF SEAL BEACH • TRACTOR:
By: By:
David N. Carrnany City Manager
Na 1,41ce,,4\
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Title:
• Attest:
BY: 1 A 44 A By:
Linda Devine, City erk Name:
Title:
Approved as to Form:
By: ca
Quinn M. Barrow, City Attorney
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