Agenda packet, first session — Seal Beach City Council, October 27, 2025 (part 10 of 11)

for Citywide pavements were 80, 79, and 78, respectively. This represents three (3) consecutive condition assessment periods of a reduction in rating, indicating an overall decline in the entire pavement system. Continued investment in the proper maintenance and repair of City pavements would help prevent the PCI from any further decline and thus would ensure longevity of its useful life for residents and visitors alike.

The City budgets annual Capital Improvement Program (CIP) projects to rehabilitate select roadway segments, but additionally, there are emergency, unscheduled, and unexpected situations where immediate attention is needed, such as potholes, pavement restoration due to emergency utility repairs, or areas that have gone into disrepair due to various outside reasons (e.g., ground settling, tree uplifting, or general wear and tear). In-house staff have the ability to address smaller scopes; however, contract services are required for more extensive and larger scale work. Depending on the scope of work, the process to retain contract services could take several months from the time of proposal solicitation to purchase order issuance, which is not feasible for emergency or unplanned situations.

In efforts to streamline said maintenance and repair needs, as well as addressing annual Americans with Disabilities Act (ADA) improvements within the City rightsof-way, staff issued a Request for Proposal (RFP) to provide On-Call Emergency and Task Pavement Maintenance and Repair Services. On July 3, 2025, staff received five (5) proposals. The evaluation panel, comprised of Public Works staff, rated the proposals based on their overall qualification, experience, availability, familiarity with the City’s policies and standards, approach, and cost, amongst other factors. Based on the submitted proposals, the following firms were deemed most qualified. Reference checks for these firms indicate satisfactory proficiency and experience to provide the requisite services.
• Arizona Pipeline Company
• PaveWest, LLC
Staff reviewed the contractors’ proposal packages and found them to be consistent with industry standards. With the exception of an emergency, the scope and fee for each task will be agreed upon between the City and contractor through a letter proposal based on the established Fee and Cost Proposal. In the event of an emergency, the fee would be based on the rates specified on the established Fee and Cost Proposal.

Due to the on-call nature of this Agreement, work is not guaranteed, nor does awarding this contract obligate funds to Arizona Pipeline Company and PaveWest, LLC.

Each contract term is three (3) years, and the City will have the option to extend each contract for up to two (2) additional one-year terms. Each contractor’s agreement is in a not-to-exceed amount of $400,000 for the original three-year term. Each one-year term extension is in the amount of $150,000.

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ENVIRONMENTAL IMPACT:

This item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of a professional services agreement with Arizona Pipeline Company and PaveWest, LLC. will not have a significant effect on the environment.

All maintenance and repair services under these Agreements will comply with all requirements of the California Environmental Quality Act (CEQA) and will generally be categorically exempt under Sections 15301 and 15302.

LEGAL ANALYSIS:

The City Attorney has approved the agreements and resolution as to form.

FINANCIAL IMPACT:

Due to the on-call nature of this agreement, work is not guaranteed nor funds obligated to Arizona Pipeline Company and PaveWest, LLC.

Sufficient funding has been budgeted in the approved FY 2025-2026 Budget.

Supplemental funding will also come from the CIP O-ST-4 Annual ADA Improvement – Public R/W Fund.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7708:

1. Approving and awarding a professional services agreement with Arizona Pipeline Company, for an original term of three (3) years in the not-toexceed amount of $400,000 to provide On-Call Emergency and Unexpected Task Pavement Maintenance and Repair Services; and,

2. Approving and awarding a professional services agreement with PaveWest, LLC, for an original term of three (3) years in the not-to-exceed amount of $400,000 to provide On-Call Emergency and Unexpected Task Pavement Maintenance and Repair Services; and,

3. Authorizing and directing the City Manager to execute the Agreements; and,

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4. Authorizing the City Manager the option to extend any or all of the Agreements up to two (2) additional one-year terms after its original term for a not-to-exceed amount of $150,000 per additional term; and,

5. Rejecting all other proposals.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Patrick Gallegos
Iris Lee, Director of Public Works Patrick Gallegos, City Manager Prepared by: Sean Low, Deputy Director of Public Works – Maintenance/Utilities ATTACHMENTS:

A. Resolution 7708
B. Agreement with Arizona Pipeline Company
C. Agreement with PaveWest, LLC
RESOLUTION 7708

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

AWARDING AND AUTHORIZING THE CITY MANAGER TO

EXECUTE PROFESSIONAL SERVICE AGREEMENTS WITH
ARIZONA PIPELINE COMPANY AND PAVEWEST, LLC, FOR ONCALL EMERGENCY AND UNEXPECTED TASK PAVEMENT

MAINTENANCE AND REPAIR SERVICES
WHEREAS, per the 2020, 2022, and 2024 Pavement Management Plan, the Citywide pavement condition index (PCI) ratings were 80, 79, and 78, respectively, indicating a decline in the entire City pavement system over three (3) consecutive condition assessment periods; and,
WHEREAS, continued investment in the proper maintenance and repair of City pavements would help prevent the PCI from any further decline as well as address annual Americans with Disabilities Act (ADA) improvements within the City rightsof-way; and, WHEREAS, the City of Seal Beach (City) desires to retain a selected number of contractors to provide on-call pavement maintenance and repair services in both emergency and unplanned situations; and,
WHEREAS, on May 22, 2025, the City issued a Request for Proposals (RFP) for On-Call Emergency and Unexpected Task Pavement Maintenance and Repair Services; and,
WHEREAS, on July 3, 2025, the City received five (5) proposals in response to the RFP; and,
WHEREAS, the City performed a detailed review and evaluation of the proposals and deemed the following firms as the most qualified to provide such services:
• Arizona Pipeline Company
• PaveWest, LLC
NOW, THEREFORE, the Seal Beach City Council does resolve, declare, determine and order as follows:

Section 1. A. The City Council hereby awards a three (3) year Professional Services Agreement to Arizona Pipeline Company for On-Call Emergency and Unexpected Task Pavement
Maintenance and Repair Services in a not-to-exceed amount of $400,000 for the three-year term.

B. The City Council hereby authorizes and directs the City Manager to execute the Agreement on behalf of City.

C. The City Council hereby authorizes the City Manager to extend the Agreement with Arizona Pipeline Company for up to two (2) additional one-year terms, at his discretion, in a not-toexceed amount of $150,000 per one-year term extension.

Section 2. A. The City Council hereby awards a three (3) year Professional Services Agreement to PaveWest, LLC, for On-Call Emergency and Unexpected Task Pavement Maintenance and
Repair Services in a not-to-exceed amount of $400,000 for the three-year term.

B. The City Council hereby authorizes and directs the City Manager to execute the Agreement on behalf of City.

C. The City Council hereby authorizes the City Manager to extend the Agreement with PaveWest, LLC, for up to two (2) additional one-year terms, at his discretion, in a not-to-exceed amount of $150,000 per one-year term extension.

Section 3. The City Council hereby rejects all other proposals.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 27th day of October 2025 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Lisa Landau, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7708 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 27th day of October 2025.

Gloria D. Harper, City Clerk

PROFESSIONAL MAINTENANCE AGREEMENT
for
On-Call Emergency and Unexpected Task
Pavement Maintenance and Repair Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
Arizona Pipeline Company
1188 W Leiske Dr
Rialto, CA 92376
(951) 900-6388
This Professional Maintenance Agreement (“the Agreement”) is made as of October 27, 2025 (the “Effective Date”), by and between Arizona Pipeline Company, (“Contractor”), a California corporation, and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”).
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RECITALS
A. City desires certain on-call emergency and unexpected task asphalt maintenance and repair services.

B. Pursuant to the authority provided by the City Charter and Seal Beach Municipal Code § 3.20.025(C), City issued a Request for Proposal on May 22, 2025, for On-Call Emergency and Unexpected Task Pavement Maintenance and Repair Services. Contractor submitted a proposal dated July 3, 2025 to perform the maintenance and repair services in response to the Request for Proposals.

C. Contractor represents that the principal members of its firm are licensed and registered California contractors (CSLB License #423545, DIR #1000010539) and are fully qualified to perform the services contemplated by this Agreement in a good and professional manner by virtue of the training, experience and education of its principals and employees; and it desires to perform such services as provided herein.

D. City desires to engage Contractor to provide on-call emergency and unexpected task asphalt maintenance and repair services in the manner set forth herein and more fully described in Section 1.0.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1.0 Scope of Services

1.1. Contractor’s Services. Strictly on an on-call emergency or unexpected task basis, in compliance with all terms, conditions and provisions of this Agreement, Contractor shall provide those asphalt maintenance and repair services (collectively “Services”) set forth in the Request for Proposal (“RFP”) (Exhibit A), and Contractor’s accepted Proposal (“Proposal”) (Exhibit B), and the Terms for Compliance with California Labor Law Requirements (Exhibit C), attached and incorporated herein by this reference, all to City’s reasonable satisfaction. Given the on-call emergency or unexpected task nature of this Agreement, Contractor acknowledges that there is no guarantee that City shall request any Services hereunder.

1.2. Agreement Documents; Incorporation by Reference; Order of Precedence.
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1.2.1. The Agreement Documents include this Agreement and all of the following: (i) the RFP (Exhibit A), including all the Standard Specifications, special provisions, appendices, and exhibits attached thereto and/or referenced therein; (ii) the Proposal (Exhibit B); and (iii) Terms for Compliance with California Labor Law Requirements (Exhibit C) all of which are incorporated herein by this reference.

1.3. Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. City relies upon the skill of Contractor, and Contractor’s staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor’s staff, shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Contractor’s work by City shall not operate as a release of Contractor from such standard of care and workmanship.

1.4. Familiarity with Services. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (i) has investigated and considered the scope and level of services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. Contractor represents that Contractor, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of services, Contractor shall immediately inform City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from City’s Representative.

1.5. Compliance with Laws. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law.

1.6. Additional Services. Contractor will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may 4 of 23
authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization.

2.0 Term

2.1. Original Term. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of three (3) years (“Original Term”) and shall expire at midnight on October 27, 2028, unless sooner terminated or extended as provided by this Agreement.

2.2. Extensions. The City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two (2) additional terms of one year each (“extension”), by providing written notice to Contractor at least one month prior to the expiration of an existing term.

If timely elected by the City, the first extension shall have a term extending from October 27, 2028 through and including October 27, 2029, unless sooner terminated or extended pursuant to this Agreement. If timely elected by the City, the second extension shall be from October 27, 2029 through and including October 27, 2030, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor’s authorized representatives.

3.0 Contractor’s Compensation

3.1. Original Term. In consideration of Contractor’s performance of the Services set forth in Section 1.0 and Exhibits A, B and C, attached hereto, City will pay Contractor in accordance with the rates shown on the fee schedule set forth in Exhibit B for the Services assigned by City but in no event will the City pay more than the total not-to-exceed amount of $400,000.00 (Four Hundred Thousand Dollars) for the Original Term.

3.1. Extensions. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for Services but in no event will the City pay more than the total not-toexceed amount of $150,000.00 (One Hundred Fifty Thousand dollars) for each extension.

3.2. Additional Work. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit B.
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4.0 Method of Payment
Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor’s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor.

5.0 Termination

5.1. Termination by City.

5.1.1 This Agreement may be terminated by City, without cause, upon giving Contractor written notice thereof not less than 30 days prior to the date of termination.

5.1.2 This Agreement may be terminated by City upon 10 days’ notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

5.2. Termination by Contractor. This Agreement may be terminated by Contractor based on reasonable cause, by serving written notice of termination to City, provided that Contractor has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice.

5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Contractor shall cease all work under this Agreement immediately upon the effective termination date as specified in the notice of termination. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11.1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Contractor is not then in breach, City shall pay Contractor for any portion of the Services satisfactorily completed prior to termination, based on the reasonable value of the Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services satisfactorily performed, based on an amount agreed to by City and Contractor. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Contractor be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and 6 of 22
Contractor shall not be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services up to date of termination. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation or damages.

6.0 Party Representatives

6.1. The City Manager is the City’s representative for purposes of this Agreement.

6.2. Jeff King is the Contractor's primary representative for purposes of this Agreement. Jeff King shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices

7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:

To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Contractor: Arizona Pipeline Company
1188 W Leiske Dr
Rialto, CA 92376
Attn: Jeff King

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

8.0 Permits and Licenses
For the term of this Agreement, Contractor and all of Contractor’s employees and subcontractors shall be registered with the Department of Industrial Relations (DIR), and the California State Contractors Licensing Board (“CSLB”). Contractor and all subcontractors performing any of the Services shall possess any and all current licenses in the classifications, and certifications, listed in the RFP (Exhibit A) to perform the Services. Contractor, its employees and subcontractors shall further obtain and maintain during the Agreement term all other necessary 7 of 22
licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9.0 Independent Contractor

9.1. Contractor is an independent contractor and not an employee of City. All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor’s employees or other personnel under Contractor’s supervision. Contractor will determine the means, methods, and details by which Contractor’s employees and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

9.2. All of Contractor’s employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Contractor’s personnel. Contractor’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Contractor’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor’s personnel require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor’s choice, except (i) as otherwise required for the performance of Services on City real property, facilities, vehicles, or equipment; (ii) as otherwise may from time to time be necessary in order for Contractor’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor’s performance of any Services under this Agreement, or (iii) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Contractor from time to time for Contractor’s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

9.3. In addition to all other provisions of this Agreement, Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor’s personnel in connection with their performance of any Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, 8 of 22
or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Contractor shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, designated volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor’s personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, 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. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement.

10.0 PERS Compliance and Indemnification

10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees’ Retirement Law, commencing at Government Code § 20000 (“PERL”), as amended by the Public Employees’ Pension Reform Act of 2013 (“PEPRA”), and the regulations of PERS, as amended from time to time. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.

10.2. Indemnification. To the maximum extent permitted by law, Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, designated 9 of 22
volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor’s violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement.

11.0 Ownership of Work Product

11.1. Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, data, surveys, studies, plans, maps, models, specifications, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever, and any other documents and written material of any kind, created, developed or used by Contractor in the performance of this Agreement (collectively “Work Product”) shall be considered “works made for hire,” for the benefit of City. Upon completion of, or in the event of termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Contractor’s consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City’s own risk. Contractor shall not obtain or attempt to obtain copyright protection as to any Work Product.

11.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11.1.

Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Contractor’s covenants and obligations shall survive the expiration and/or termination of this Agreement.

11.4. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City.

If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

12.0 Confidentiality

12.1. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege. Contractor covenants that all Work Product (as defined in Subsection 11.1) and/or any other data, documents, writings, discussion or other information created, developed, received or provided by Contractor, and/or provided by City to Contractor, in the performance of this Agreement are deemed confidential unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such Work Product, data, documents, writings, discussion or other information to persons or entities other than City without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its directors, officers, employees, agents, servants, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the jurisdictional boundaries of City.

Response to a subpoena or court order shall not be considered “voluntary,” provided Contractor gives City timely notice of such court order or subpoena.

12.2. Contractor shall promptly notify City should Contractor, its directors, officers, employees, agents, servants and/or subcontractors be served with any 11 of 22
summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the Services performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

12.3. Contractor’s covenants and obligations under this Section shall survive the termination or expiration of this Agreement.

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City, and any subcontracting shall be at Contractor’s sole cost and expense. Contractor is fully responsible to City for the performance of any and all subcontractors. Authorized subcontracts, if any, shall contain a provision making the subcontractor subject to all requirements of this Agreement, and Contractor shall monitor and review all work and other services performed by any subcontractor to ensure that all Services performed by such subcontractor comply with this Agreement.

14.0 Prohibition Against Assignment, Transfer or Delegation Contractor shall not assign or transfer this Agreement or any of its rights, obligations or interests in this Agreement, or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent, which may be withheld for any reason. Any purported assignment, transfer or delegation without City’s consent shall be void and without effect, and shall entitle City to terminate this Agreement.

15.0 Inspection and Audit of Records
Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, 12 of 22
documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. City’s rights under this Section 15.0 shall survive for four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and any other applicable state and federal laws. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services.

Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor.

17.0 Insurance

17.1. General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that Contractor has secured all insurance required under this Section.

17.2. Minimum Scope and Limits of Insurance. Contractor shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement by Contractor, as follows:

17.2.1. Commercial General Liability Insurance: Contractor shall maintain commercial general liability insurance with limits no less than $2,000,000 per occurrence for bodily injury, death, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.

17.2.2. Automobile Liability Insurance: Contractor shall maintain automobile liability insurance with limits no less than $1,000,000 per accident for 13 of 22
bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).

17.2.3. Workers’ Compensation Insurance in the amount required by law; and Employer’s Liability: with limits no less than $1,000,000 per accident and in the aggregate for bodily injury or disease.

17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to City.

17.4. Additional Insureds.

17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work.

17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible.

17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies.

17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by City to state: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days (or ten days for nonpayment) prior written notice by certified mail, return receipt requested, has been given to City; (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials.

17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in 14 of 22
an unbroken chain of coverage excess of Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of Contractor's insurance and shall not be called upon to contribute with it.

17.7. Separation of Insureds. Each insurance policy shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials.

17.8. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions shall be declared to and approved by City. Contractor guarantees that, at the option of City, either: (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials; or (ii) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer’s right of subrogation against City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives its own right of recovery and all rights of subrogation against City, and shall require similar express written waivers from any subcontractors.

17.10. Enforcement of Agreement Provisions (Non-Estoppel). Contractor acknowledges and agrees that any actual or alleged failure on City’s part to inform Contractor of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights under this Section.

17.11. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section 17.0 in full force and effect during the term of this Agreement, or in the event any of Contractor’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor’s expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.
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17.12. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City’s Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages.

17.13. Insurance Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.

17.14. Broader Coverage/Higher Limits. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. Contractor may also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor.

17.15. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies.

17.16. Subcontractor Insurance Requirements/Pass-Through Clause.

Contractor shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. Contractor agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Contractor agrees to submit all agreements with consultants, subcontractors, and others engaged in the Services upon City’s request.
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18.0 Indemnification, Hold Harmless, and Duty to Defend

18.1. Indemnities.

18.1.1 To the fullest extent permitted by law, the Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the City, its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees” in this Section 18.0) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and/or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Claims”), in law or equity, whether actual, alleged or threatened, to persons or property, including bodily injury, death, personal injury, and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to any breach of this Agreement and/or any acts, errors, omissions, negligence or willful misconduct, of Contractor, its officers, directors, managers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, directors, managers, agents, servants or employees (or any entity or individual for whom Contractor shall bear the legal liability) in the performance of the Services and/or this Agreement, including the Indemnitees’ active or passive negligence, except for Claims to the extent arising from the sole negligence or willful misconduct of Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18.1.2 Contractor shall defend, indemnify and hold harmless city in accordance with Sections 9.0 and 10.0.

18.2. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity agreements, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, claimed to arise out of, pertaining to, or relating to any breach of this Agreement, any violations of law, any acts, errors, omissions, negligence or willful misconduct of Contractor’s officers, directors, managers, agents, servants, employees, subcontractors, materialmen, contractors, or their officers, agents, 17 of 22
servants, employees, subcontractors, materialmen, contractors (or any entity or individual that Contractor’s subcontractors shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except to the extent such Claims arise from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

18.3. Workers’ Compensation Acts Not Limiting. Contractor’s obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives any statutory immunity under such statutes or laws as to City and the other Indemnitees.

18.4. Indemnification Not Limited By Insurance. Procurement of insurance by Contractor is not and shall not be construed as a limitation of Contractor’s liability, or as a waiver of or limitation on full performance of Contractor’s duties of defense and indemnification, under this Section 18.0 or under any other provision of this Agreement. Contractor’s defense and indemnification obligations under this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees as defined in this Section 18.0, and Contractor’s defense and indemnification obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Contractor, City, or any of the other Indemnitees.

18.5. Survival of Terms. Contractor’s covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.

19.0 Warranty

19.1. Warranty Period. The Services shall be warranted by Contractor against defective materials and workmanship for a period of one year. The warranty period shall start on the date the work is completed as determined by the Project Administrator.

19.2. Commencement. The warranty period for specific items covered under manufacturers’ or suppliers’ warranties shall commence on the date they are placed into service at the direction of or as approved by the City Representative in writing.

19.3. Assignment. All warranties, express or implied, from subcontractors, manufacturers, or suppliers, of any tier, for the materials furnished and work performed shall be assigned, in writing, to City, and such warranties shall be delivered to the City Representative prior to acceptance of Contractor’s performance of the Agreement.
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19.4. Warranty Obligation. Contractor shall re-perform any defective work, and replace or repair any defective materials, in a manner satisfactory to the City Representative, after notice to do so from the City Representative, and within the time specified in the notice. If Contractor fails to re-perform the work or make such replacement or repairs within the time specified in the notice, City may perform the work, replacement or repairs at Contractor’s expense.

Contractor shall promptly pay any invoice for such work, repair or replacement.

This Section shall survive expiration and/or termination of this Agreement.

20.0 Non-Discrimination and Equal Employment Opportunity Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, age, disability, genetic information, military or veteran status, or any other basis prohibited by law. Contractor further covenants that in the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against City of any of City’s elected or appointed officials, officers, employees, agents, servants, designated volunteers, those City agents serving as independent contractors in the role of City officials, consultants, contractors, subcontractors, or subconsultants, on any basis prohibited by law.

21.0 Labor Certification
By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

22.0 Prevailing Wage and Payroll Records
If this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, then Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein.

23.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties.
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24.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

25.0 Government Code Claim Compliance
In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for extra work, additional services, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, additional services, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a lawsuit against City.

26.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under this Agreement (whether contract, tort or both).

27.0 Non-Exclusive Agreement
City reserves the right to employ or retain any other contractors in connection with the Services.

28.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement, and their respective approved successors and assigns, if any, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement.

29.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it 20 of 22
be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (i) effective unless it is in writing and signed by the Party making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states.

30.0 Prohibited Interests; Conflict of Interest

30.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained.

30.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift.

30.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Subsection.

31.0 Final Payment Acceptance Constitutes Release
The acceptance by Contractor of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Contractor for anything done, furnished or relating to Contractor’s work or services. Acceptance of payment shall be any negotiation 21 of 22
of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Contractor, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors and agents.

32.0 Corrections
In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Contractor’s report or plans. Should Contractor fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Contractor. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Contractor under this Agreement up to the amount of the cost of correction.

33.0 Non-Appropriation of Funds
Payments to be made to Contractor by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Contractor’s Services beyond the current fiscal year, this Agreement shall cover payment for Contractor’s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

34.0 Mutual Cooperation

34.1. City’s Cooperation. City shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for Contractor’s proper performance of the Services required under this Agreement.

34.2. Contractor’s Cooperation. Contractor agrees to work closely and cooperate fully with City’s representative and any other agencies that may have jurisdiction or interest in the Services to be performed. In the event any claim or action is brought against City relating to Contractor’s performance of Services rendered under this Agreement, Contractor shall render any reasonable assistance that City requires.

35.0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be 22 of 22
construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

36.0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys’ fees and other costs incurred in connection therewith.

37.0 Titles and Headings
The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.

38.0 Recitals
City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement.

39.0 Corporate Authority
The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement.

EXHIBIT A
Request for Proposal

ii
Table of Contents
I. INTRODUCTION
II. QUALIFICATIONS
III. SCOPE OF SERVICES
IV. PRE-PROPOSAL QUESTIONS
V. SCHEDULE
VI. SUBMITTAL REQUIREMENTS
VII. FEE & COST PROPOSAL
VIII. INTERVIEW
IX. SELECTION PROCESS
X. SPECIAL PROVISIONS
XI. GENERAL CONDITIONS
EXHIBIT A – Fee & Cost Proposal
EXHIBIT B – Sample Contract
3 REQUEST FOR PROPOSALS FOR

ON-CALL EMERGENCY AND UNEXPECTED TASK

PAVEMENT MAINTENANCE REPAIR SERVICES

ALL INTERESTED PARTIES MUST REGISTER AS A VENDOR ON THE CITY OF SEAL BEACH PLANETBIDS PORTAL. COMMUNICATION AND ADDENDA, IF ANY, WILL BE DISTRIBUTED VIA PLANETBIDS.

I. INTRODUCTION
The City of Seal Beach (“City”) owns and maintains approximately 41.8 centerline miles of pavement along with a network of alleyways.

The City is seeking one or more contractors who would be available to provide on-call pavement repair services in both emergency and unplanned situations, for an anticipated term of three (3) years. The final agreement amount and term will depend on the quality, diversity, responsiveness of the received proposals, and the future need for emergency and unexpected task work. Work shall comply with the Standard Specifications for Public Works Construction (2018), City of Seal Beach standards and provisions, Caltrans Standard Specifications, and any Agencies Having Jurisdiction (AHJ’s).

Due to the on-call/emergency nature of this contract, no work is guaranteed, even if awarded.

The scope, work schedule, and cost for each requested emergency or unexpected task will be negotiated on a project-by-project basis, based on the rates specified in the response. The City reserves the right to not accept the Contractor’s proposed scope and fee, and to let any project for competitive bid at the discretion of the City.

II. QUALIFICATIONS
Minimum Qualifications
• Valid California Contractor’s Class A (General Engineering) license issued by the Department of Consumer Affairs – Contractors State License Board by the time of proposal submittal and shall remain valid for the term of the Agreement.
• Valid City of Seal Beach business license for the term of the Agreement, if selected. • Minimum ten (10) years of professional pavement maintenance and repair service experience. • Ability to mobilize and respond to emergency job sites, as necessary within the time frames provided in this RFP.
4 • Maintain, or have the ability to quickly acquire, all necessary labor, equipment, and material to promptly complete the Work.

Desirable Qualifications
• Knowledge and experience with the City of Seal Beach’s standards, provisions, and practices. • Familiarity with public sector on-call maintenance and repair contracts. • Adequate availability of key team members and equipment.

III. SCOPE OF SERVICES
Work to be done consists of furnishing all labor, supervision, methods of processes, implements, tools, machinery, safety equipment, traffic control, materials and proper licensing required to identify, list, and perform pavement maintenance and repair services in those areas designated by the City on an emergency or unexpected task basis. Due to the on-call/as-needed nature of this Agreement, Work may vary according to the need and there is no guarantee that work will be assigned.

The Contractor shall furnish and maintain records designating exact locations and areas of repairs and maintenance. Such reports shall be signed by the Contractor and the City. If the City determines that the Contractor has not satisfactorily performed the Work, payment will be withheld for said Work until such time the Work is completed to the satisfaction of the City. All work for which progress payment is made shall be reported on and certified according to the foregoing procedure, and in addition thereto, the City shall certify that the Work has been inspected and completed to the satisfaction of the City prior to payment. The Contractor shall be responsible for timely payment of any subcontractor, materialmen, workers and suppliers.

Authorization of Work
Unless otherwise noted as an emergency, City will coordinate with Contractor to schedule the work with a minimum seven (7)-day prior notification.

In an emergency, Contractor shall respond and mobilize within four (4) hours after initial request from the City for Work under this contract. Response times to extend to 8 hours with prior written consent to City.

Contractor shall perform the on-call services described in Section III - Scope of Services (“Services” or “Work”).

Upon written request from the City, Contractor shall provide a “letter proposal” for services requested by the City (hereinafter referred to as the “Letter Proposal”).

At a minimum, the Letter Proposal shall include, but is not limited to, the following:
• A detailed description of the Work to be provided;
• The estimated number of hours, by task, and cost to complete the Work; and 5 • A detailed Work schedule.

No services shall be provided until the City has provided written acceptance of the Letter Proposal, unless in an emergency situation after Contractor has received a written notice to proceed from the City Engineer or designee.

Once authorized to proceed, Contractor shall diligently perform the duties in the approved Letter Proposal or notice to proceed.

Progress of Work
Time is of the essence on every aspect of the Work. Work shall proceed in an expeditious and orderly manner.

The Contractor shall endeavor to avoid service interruptions to the extent feasible. Wherever possible, Work shall be completely finished prior to proceeding to the next location. Any exceptions shall require pre-approval by the City.

Alterations
The City reserves the right to increase or decrease the quantity of any item or portion of the Work or to omit portions of the Work as may be deemed necessary or advisable by the City. The City may make such alterations or deviations, additions to, or omissions from these specifications, as may be determined during the progress of the work to be necessary and advisable for the proper completion thereof. Such alterations or deviations, additions or omissions shall in no way affect or make void the Agreement. Upon written order of the City, Contractor shall proceed with the Work as increased, decreased or altered.

Extra Work

1. Extra work shall not be performed without prior written approval by the City unless public safety is immediately at risk.

2. Extra work may be required, and extra time may be granted, by the City as a result of acts of God, vandalism, theft, civil disturbances, accidents, or improvements.

3. If unit prices are not available, payment for extra work will be based on actual cost of labor, plus wholesale cost of materials, plus an industry standard markup not to exceed 15%. Extra services other than those listed in Exhibit A shall be negotiated on a time-and-material basis with a “not to exceed” amount.

Acceptance of Work Done
The City, at its sole discretion, will make inspections and determine that the Work has been completed in all respects in accordance with these specifications, and if applicable, accepted.

Billing Form, Records and Reports
The Contractor shall maintain a record of all work performed, including but not limited to location, types, and amounts maintained/installed/removed. These records shall list the date(s) of the Work performed. A copy of such record shall be provided to the City upon completion of each Task Order. Contractor shall maintain such record through the term of the Agreement, plus three (3) years after Contract termination. 6 The Contractor shall return appropriate and completed Task Orders showing the date and inventory of work performed, signed by an authorized representative of Contractor and attached to each invoice.

Contractor shall provide a billing form and progress payment form approved by the City.

Method of Work
The asphalt pavement repair work shall involve all work necessary to remove and replace asphalt pavement work, as needed to complete the work in place. All Work shall be performed per the Standard Specifications for Public Works Construction (Green Book – 2018 edition), City of Seal Beach standards and provisions, Caltrans Standards Specifications, and any Authority Having Jurisdiction’s (AHJ) requirements.

The Contractor shall ensure all work performed under this contract be in such a manner as to provide maximum safety to the public and their staff. Contractor must comply with all safety standards required by all regulatory agencies including but not limited to: California Division of Occupational Safety and Health (CAL-OSHA), South Coast Air Quality Management District (SCAQMD), and the Orange County Environmental Health Care Agency (OCEHC). This also includes local regulatory compliance set forth by the City of Seal Beach. The City reserves the right to issue restraint or cease and desist orders to the Contractor when unsafe or harmful acts are observed or reported relative to the performance under this contract.

The Contractor shall be responsible and shall take necessary precautions to protect work sites free of hazards and/or damages, until the Work is accepted by the City. Any hazardous conditions noted by the Contractor, which is not a result of his/her operations, shall be immediately reported to the City.

Rubbish and construction debris shall be promptly removed from the work area and properly disposed of to an approved disposal site. The Contractor shall provide a self-propelled vacuum-type sweeper, or as approved by the City, as required to maintain Work site cleanliness. After removal operations have been completed, the grounds shall be left in a neat, safe, and presentable condition, to the satisfaction of the City.

The Contractor shall verify the location of all utilities prior to any Work and shall be held liable for all damages incurred due to his/her operations.

Materials
The following supplements Section 201 – Concrete, Mortar, and Related Materials and Section 203 – Bituminous Materials in the Greenbook:
201-1 PORTLAND CEMENT CONNRETE
201-1.1 Requirements
201-1.1.1 General
Concrete mix designs shall be submitted to City Engineer and staff for approval prior to use in construction. 203-5 SLURRY SEAL
203-5.1 General
7 Slurry seal shall be emulsion-aggregate slurry (EAS) conforming to section 203-5.4, unless otherwise noted. 203-5.4 Emulsion-Aggregate Slurry (EAS)
203-5.4.1 General
Emulsion-aggregate slurry (EAS) shall be Type II-CQS-1h conforming to section 203-3. 203-5.4.2 Materials

203-5.4.2.2 Emulsified Asphalt
Emulsified asphalt shall be of the quick-set type.
203-5.4.2.4 Latex
Latex shall be Ultrapave 65K produced by Textile Rubber and Cement Company, Inc., or equal as approved by the Engineer in advance of ordering the latex additive. It shall be added to the emulsified asphalt by the co-mill method at the emulsion plant at the rate of 2½ percent of weight of the emulsified asphalt. Latex-added emulsified asphalt shall be kept in a suspended state by an agitating mixer and mixed every three days. 203-5.5 Rubberized Emulsion Aggregate Slurry (REAS) – Central Mix 203-5.5.1 General.

Utilization of REAS and any mixture related to REAS shall be Central Mix, unless otherwise noted on Plans or by Engineer.
203-6 ASPHALT CONCRETE.
203-6.4 General.

Performance graded (PG) asphalt binder shall be PG 64-10 and conform to Table 203-1.2.

Asphalt Concrete for roadway pavement, overlay, full depth surface course, trench resurfacing, slot paving, and patching shall be Type C2 PG 64-10.

Asphalt concrete for skin patching shall be Type D2 PG-64-10.

Asphalt concrete for A.C. curbs and berms shall be D-PG 70-10 with 1% additional binder in a mix design approved by OC Public Works Materials Laboratory per County of Orange, OC Public Works Standard Plan 1805.

The contact surfaces of all cold pavement joints, curbs, gutters, etc. shall be painted with Grade SS-1h emulsified asphalt immediately before the adjoining A.C. pavement is placed.

Finished surface of the new pavement at the edge of gutter shall be flush with the edge of the gutter in all crosswalk areas and shall be 3/8” higher than the lip of gutter in all other areas. 8 The Contractor shall prevent the formation of carbonized particles caused by overheating asphalt during manufacturing or construction.

Asphalt mix design shall be submitted to the Engineer a minimum of ten (10) Days prior to installation. 203-11 ASPHALT RUBBER HOT MIX (ARHM)
203-11.1 General.

Composition and grading shall be ARHM-GG-C
203-17 CRACK SEAL
203-17.1 General
Crack sealing material shall be RW 306 R sealant and per the following specifications:

TEST REQUIREMENT
Pen @ 77 degrees F (ATSM D-3407) 25 (+/-5)
Pen @ 115 degrees F (ASTM D-3407) 70 max.

Softening Point 210-220 ⁰F
Ductility @ 77 degrees F, 5cm/min 30 min
Force Ductility 4 max
Resilience 50-60
Brookfield Viscosity @ 380 degrees F 20-30 poise
Flow @ 140 degrees F 0 max
Flexibility (90 degree bend in 2 sec. over 1 1/8 mandrel. No cracks. pass @ 0 ⁰F

Construction Methods
The following supplements Section 302 – Roadway Surfacing in the Greenbook:
302-1 CRACK SEAL
302-1.1 General
The Contractor shall apply herbicide to all vegetation one week prior to removal and crack sealing. Removal of vegetation shall consist of routing out cracks to ensure proper vegetation removal from all cracks. Cracks shall be cleaned using heat lance at approximately 2800 degrees to destroy any vegetation root or seed that may be left behind to prevent any further growth. The heat lance application will also clean out all dirt, sand, debris, and moisture.
302-1.2 Sealant Application
Sealant shall be applied in prepared cracks at a temperature of approximately 380 degrees Fahrenheit. No more than a 2½” wide and 1/16” thick strip of material shall be applied to pavement surface. Squeegeeing of sealant 9 will not be acceptable due to the inability to consistently meet the required configuration. Any excess sealant material shall be removed from asphalt surfaces.

All cracks greater than 1-inch shall be tack-coated and filled with hot asphalt concrete and rolled flush. 302-4 SLURRY SEAL SURFACING
302-4.8 Spreading and Application
Prior to beginning slurry seal operations, the Contractor shall furnish current licensed weighmaster’s certificates indicating the net weight capacity of the aggregate bin of each slurry mixer. Except for partial loads to complete a day’s schedule, or for patching, each mixer shall be filled to its rated capacity and the Engineer and the Contractor shall keep a daily count of the number of loads and/or partial loads applied to the streets by each slurry mixer. Each aggregate bin shall have permanent calibration marks in maximum increments of 2 tons.

Each slurry crew shall be composed of a coordinator at the Project site at all times, a competent quick-set mixing operator, a competent driver, and sufficient laborers for any handwork, cleanup, and barricading.

Slurry shall not be applied prior to 8:00 a.m. and shall not be applied after 1:00 p.m., unless approved by the Engineer. Approval of application after 1:00 p.m. will only be for the purpose of completing the section of Work that is underway. Slurry seal shall be sufficiently cured for vehicle traffic without tracking or damage to the surface by 3:00 p.m. on the same day.

In case of damage caused by vehicles and/or pedestrians upon slurry that has not been sufficiently cured, the Contractor shall replace all of the damaged Work at the Contractor’s expense and no additional compensation shall be made by the City. Upon completion of the day’s slurry seal, streets and parking lots shall be temporarily striped within 24 hours. All Stop Bars shall be temporarily striped on the same day before the street is reopened to traffic. Final striping and marking shall be installed no more than ten (10) Days after placement of slurry seal.

Prior to applying slurry seal, the Contractor shall clean all work surfaces and remove all loose materials, vegetation, oil, and other foreign material. Additionally all locations with weeds shall be treated by an approved weed-killer before any slurry seal is applied.
302-4.9 Field Sampling and Testing
The Contractor shall slurry seal test sections within the construction limits for each batch of slurry seal mix upon the direction of the Engineer. The Contractor shall apply the slurry seal test sections as directed by the Engineer.

No slurry seal shall be applied until the test slurry seal sections have been approved by the Engineer. The costs of these slurry seal tests shall be included in the Contract price paid for slurry seal and no additional compensation shall be made by the City. Field samples that do not meet the requirements of Table 302-4.9.1 shall be re-tested. The Contractor shall be responsible for all costs associated with the re-testing of field samples that do not meet the requirements.
302-5 ASPHALT CONCRETE PAVEMENT
302-5.1 General
The top layer of asphalt concrete (finish course) shall be placed in a separate lift. Longitudinal joints between two passes of asphalt concrete shall be along a lane line. Leveling course longitudinal joints shall be offset at 10 least two (2) feet from a lane. Level course longitudinal joints and finish course longitudinal joints shall not be located along the same line. Leveling course transverse joints and finish course transverse joints shall be offset approximately five (5) feet from each other, except at the project paving limits.

Localized Pavement Removals & Patching Operations – In areas designated for localized pavement removal and replacement, all such AC removals shall occur AFTER the initial pavement grinding operations have been conducted and a site review has been made with either Engineer, City Inspector, or designated City Staff to verify the final limits of required removal and replacement. Contractor shall be required to coordinate such efforts with the City Inspector and to plan accordingly to ensure the required construction phasing requirements are met. Final AC base paving shall be placed and compacted on areas of Localized Patching on the same day as its removal and shall be installed in a single 4 inch lift. 302-5.4 Tack Coat
The contact surfaces of all cold pavement joints, curbs, gutters, etc. shall be painted with Grade SS-1h emulsified asphalt immediately before the adjoining A.C. pavement is placed. Additionally, tack coat shall be applied to all cold milled surfaces and all paving joints (not just cold joints). It shall be applied between base and surface courses when the surface course is not placed immediately after the base course, and to existing horizontal and vertical concrete surfaces against which paved surfaces where new asphalt concrete overlaps or abuts existing pavement. Tack coat shall be applied with complete and uniform coverage and shall not be over sprayed onto adjacent pavement when applying.

302-5.6 Rolling
Rolling along a joint shall be such that the widest part of the roller is on the hot side of the joint. 302-5.7 Joints
Care shall be exercised in connection with the construction of all joints to ensure that the surface of the pavement is true to grade and cross section. Joint lines between successive runs shall be on lane lines. 302-5.8 Adjustment of Water Valve Covers
Existing utility covers (whether it be water, sewer, or storm drain related in nature), shall be adjusted to grade by the Contractor per City of Seal Beach Public Works Department Standards and Specifications for utility cover construction. All utility covers shall be protected in place and shall be accessible at all times during construction.

The Contractor shall notify the City Public Works Department – Utilities Division forty-eight (48) hours prior to the beginning of work.

Removals
The Contractor shall dispose of all excess or waste material pursuant to all rules and regulations and local regulators and shall include all fees for such disposal in the appropriate Bid items.

Non-reinforced concrete and asphalt wastes generated from the job site shall be disposed of at a facility that crushes such materials for reuse and the Contractor’s expense. Excess soil and other recyclable solid wastes shall not be disposed of at a sanitary landfill.
11 The Contractor shall maintain tonnage records of total solid wastes generated and solid wastes disposed of at a sanitary landfill. The Contractor shall report said tonnage monthly to the Engineer on a form provided by the Engineer and provide appropriate confirmation documentation from the recycling facility.

Improvements removed without prior approval of the Engineer are subject to replacement at the Contractor’s cost. Sidewalks to be removed to nearest score line or joint.

Asphalt Concrete Pavement
Asphalt pavement shall be removed to neatly sawed edges as required by the Engineer. Saw cuts shall be full depth. Where only the surface of existing asphalt pavement is to be removed, the method of removal shall be approved by the Engineer, and a minimum laying depth of 1 inch of new pavement material shall be provided at the join line. Where asphalt pavement adjoins a trench, the edges adjacent to the trench shall be saw cut to neat straight lines before resurfacing to ensure that all areas to be resurfaced are accessible to the rollers used to compact the subgrade or paving materials.

Signing & Striping
Pavement markers shall comply with Section 81-3, “Pavement Markers”, of the 2022 Caltrans Standard Specifications (Caltrans) and the CA MUTCD (Latest Edition).

Glass beads, paint for striping and pavement markings, and thermoplastic material shall comply with Section 84, “Markings”, of the 2022 Caltrans Standard Specifications (Caltrans) and the CA MUTCD (Latest Edition).

Temporary striping shall be Rapid Dry paint.

Final striping material will be determined by the City.

The Contractor shall include all costs associated with the restoration of disturbed signing and striping in the appropriate Bid items.

Traffic Control
The Contractor shall maintain a safe environment at all times. Appropriate State/City traffic control standards and/or policies shall be adhered to for all Work. All Contactor employees shall have access to and are wellversed with the use of the W.A.T.C.H manual (Work Area Traffic Control Handbook) at all times. Personnel, vehicles, equipment, etc. shall be properly outfitted/equipped for the Work being performed. Any restrictions, due to the Work that cause travel ways to be less than State/City minimum requirement, shall have appropriate traffic control (in accordance with State specifications, policies, and procedures installed prior to the beginning of Work and remaining until all Work is completed to the satisfaction of the City. All traffic control, at a minimum, shall adhere to requirements of the Work Area Traffic Control Handbook. Contractor shall include cost associated with traffic control in the appropriate Bid item.

NPDES Regulations
The Contractor shall comply with all City, and applicable regulatory agency, regulations regarding NPDES (National Pollution Discharge Elimination System) Requirements and the City’s Best Management Practices. 12 Contractor shall not discharge anything to the storm drain system or bodies of water. Contractor shall implement the attached Best Management Practices (BMP’s) provided by the City. Contractor shall conduct annual training regarding stormwater regulations and the appropriate BMP’s for all employees working at City facilities.

Contractor shall provide to the City annually, by July 1, with certification of the required training on stormwater regulations and the BMP’s, and acknowledgement of adherence to these standards while performing work at the City.

Protection of Existing Utilities
The Contractor shall take all due precautionary measures to protect all existing utilities. When necessary, the Contractor shall have all utilities located by the responsible agency at least 48-hours prior to commencing any excavation or utility impacting work. The Contractor's attention is directed to the one-call utility notification service provided by Underground Service Alert (USA) (800)-422-4133. Any discrepancy or questions that arises regarding existing utilities shall be brought up to Engineer or Public Works Utilities Division prior to any work being conducted.

Protection from Damage
The Contractor shall protect all public and private property that is not part of Work.

Contractor shall protect property and facilities adjacent to and within the work areas. The work area shall be safe, clean, and presentable condition, as determined by the City. All public or privately owned improvements and facilities shall be restored to their original condition and location, or better, using new material only.

Contractor shall repair such damage at Contractor’s sole expense.

Nothing herein shall be construed to entitle the Contractor exclusive use of any public right-of-way or City property. Contractor shall conduct his/her operations so as not to interfere with the authorized work of utility companies or other agencies.

Withholding of Payment
In the event that deficiencies in the Work or non-compliance with applicable standards are determined by the City, the Contractor will have 24 hours from the time of notification to remedy said deficiency. Deductions from the monthly payment due for Work not performed will be based upon the bid worksheets.

IV. PRE-PROPOSAL QUESTIONS
For answers to questions or particulars regarding this Request for Proposal, all interested parties are to contact staff during the following dates:
(Contact between 5/22/25 – 6/13/2025)
Sean C. Low
Deputy Public Works Director/Maintenance and Utilities
Department of Public Works
1776 Adolfo Lopez Dr
Seal Beach, CA 90740
[email protected]
(562) 431-2527 ext. 1433
13 (Contact between 6/16/25 – 6/20/2025)
Sean Sabo
Management Analyst
Department of Public Works
211 8th St
Seal Beach, CA 90740
[email protected]
(562) 431-2527 ext. 1431
The City will respond to all questions and requests for clarification received by June 20, 2025.

V. SCHEDULE
The following dates reflect the anticipated schedule:
 Request for Proposal Solicitation May 22, 2025
 Pre-Proposal Question Deadline June 20, 2025
 Proposal Submittal Deadline July 3, 10:00 a.m.
 Contractor Interview (if conducted) July-August 2025
 Contract Award August 2025
 Notice to Proceed August 2025
VI. SUBMITTAL REQUIREMENTS
A. Acceptance of Submittals
Proposals are due by 10:00 AM on July 3rd, 2025 to the following. Postmarks will not be accepted.

Kathryne Cho, P.E.

Deputy Public Works Director/City Engineer
Department of Public Works
211 Eighth Street
Seal Beach, CA 90740
[email protected]
(562) 431-2527 ext. 1321
Please submit three (3) bound hard copies, and one (1) electronic copy of the Contractor’s Proposal. Proposals received after the date and time listed above will not be accepted or considered for this Project.

There is no expressed or implied obligation for City to reimburse firms for any expenses incurred in preparing proposals in response to this request. Materials submitted by respondents are subject to public inspection under the California Public Records Act (Government Code Sec. 6250 et seq.). Any language purporting to render the entire proposal confidential or propriety will be ineffective and will be disregarded. 14 The City reserves the right to retain all proposals submitted, and to use any idea in a proposal regardless of whether the proposal was selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in the RFP, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the selected Contractor.

All property rights, including publication rights of all reports produced by the selected Contractor in connection with services performed under this Agreement shall be vested in the City.

B. Proposal Requirements
Proposals shall be limited to 30 pages, excluding proposal cover, cover letter, table of contents, and dividers.

The following information shall be provided, at a minimum:

Cover Letter
Table of Contents
Company Qualifications
Local Staffing List
Understanding/Approach
References
Sample Letter Proposal
Cost Proposal
Exceptions
Business Entity
DIR Registration Number/Contractor’s License
Contract Signatories
Cover Letter: Cover letter shall not exceed two pages. It shall provide an executive summary of the proposal and designate the firm’s authorized representative regarding this RFP.

Table of Contents: The table of contents shall list the following sections with page numbers and information in each section shall be provided.

Company Qualifications: Provide a summary of the Contractor’s qualifications, including background and experience.

Local Staffing List: Provide an organizational chart showing the names, positions, responsibilities, and availability of the individual(s) that would be assigned to this Agreement, including sub-Contractors. Identify the individual(s) authorized to negotiate the contract on behalf of the Contractor’s firm and the Contractor’s project manager.

Understanding/Approach: Describe the Contractor’s understanding of the Work requested in this RFP, any key issues that may need special attention. Describe how the Contractor will approach the scope of services and each task needed to complete the project.

Any task assumptions and/or exclusions shall be clearly identified.

References: Contractor should provide a minimum of five (5) references from public agencies the Contractor has performed work for within the last five (5) years. Information shall include, at a minimum:
• Agency name
• Scope of work and/or services provided, prime/sub-Contractor. • Project outcome
• Construction value
• Dates
15 • Client project manager name, valid telephone number, and email Sample Letter Proposal: Contractor will be required to submit a sample letter proposal providing a template of how the Contractor intends to respond to each Work request.

Cost Proposal: Contractors will be required to submit a “Fee & Cost Proposal for On-Call Emergency and Unexpected Task Pavement Maintenance and Repair Services” as shown in Exhibit A. Additional labor/material rates may be provided in addition to Exhibit A. All rates shall remain for the term of the contract as permitted by law, unless specifically detailed as a supplement to Exhibit A.

The Method of Payment of the Contract will be Time and Material.

Exceptions: The Contractor shall review this RFP and attached sample contract. Exceptions to any portion of the RFP and/or City’s standard agreement will need to be clearly identified. Identification of exceptions does not constitute City concurrence and acceptance. Exceptions may be negotiated with the top-ranked firm.

Business Entity: Clearly indicate the firm’s business entity type (i.e., a California corporation).

DIR Registration/Contractor’s License: Clearly indicate the Contractor’s Department of Industrial Relations registration number for the prime/sub-Contractor, and provide the Contractor and sub-Contractor’s license information.

Contract Signatories: Provide the two binding signatories for the firm, pursuant to California Corporation Code Section 313.

VII. FEE AND COST PROPOSAL
In preparing the fee and cost proposal for this project, the Contractor shall take into consideration the following:

1. Compensation for services, and any optional tasks, provided will be on a time-and-materials, not-to-exceed amount.

2. Fee proposal and billing rates shall remain effective for the term of the Agreement, which is anticipated to be three (3) years, subject to change. Any anticipated billing/rate adjustments shall be clearly identified in the Proposal.

3. The contractor’s standard billing rates for all classifications of staff likely to be involved in the project shall be included with the fee proposal along with the mark-up rate for any non-labor expenses and subconsultants.

The City will negotiate the final fee with the top-ranked Contractor, if necessary. 16 VIII. INTERVIEW
Top ranked Contractor team(s) may be interviewed by the selection committee. Proposed key personnel from the Contractor’s team may be requested to present the teams’ and their qualifications at an interview.

IX. SELECTION PROCESS
Proposals will be evaluated on the basis of the response to all provisions of this RFP. Since this solicitation is an RFP as opposed to a Bid, pricing alone will not constitute the entire selection criteria. The City may use some or all of the following criterion in its evaluation and comparison of proposals submitted. The criteria listed are not necessarily an all-inclusive list. The order in which they appear is not intended to indicate their relative importance. The City reserves the right to modify the evaluation criterion and percentage of score as deemed appropriate prior to the commencement of evaluation.

The City reserves the right to determine whether or not a proposal meets the specifications and requirements of this RFP and reject any proposal that, in the City’s sole opinion, fails to meet the detail or intent of the requirements. The City reserves the right to reject any and all proposals.

POTENTIAL EVALUATION CRITERIA

1. Completeness of Response (Pass/Fail)
Responses to this RFP must be complete. Responses that do not include the proposal content requirements identified within this RFP and subsequent addenda and do not address each of the requested items will be considered incomplete, may be rated a Fail in the Evaluation Criteria, and may receive no further consideration.

2. Qualifications & Experience (30 points)
a. Local Presence - A statement addressing firm’s ability to respond in emergencies and effectively conduct the Work for the City based on the Firm’s location. b. Relevant experience, specific qualifications, and technical expertise of the Contractor and sub-Contractors to perform the work.
c. Experience working in a coastal community and urban environment. d. Contractor’s experience working in the public sector and knowledge of public sector procurement processes, in particular City of Seal Beach standards, processes, and policies.
e. Quality of references from at least five (5) agencies the Contractor currently or have previously consulted for in the past five (5) years.

3. Organization & Approach (30 points)
a. Contractor’s understanding of range of possible emergency and unexpected Work. b. Contractor’s ability to deploy the appropriate resources to promptly meet requested emergency and/or non-emergency Work.
c. Contractor’s availability to complete both small and large scale projects without the compromise of quality, cost, and/or time.
d. Contractor’s ability to self-perform the requested Work, or form a quality sub-contracting team.
17 e. Contractor’s understanding of the nature of public sector work and its decision-making process.

4. Fee (40 points)
a. Cost proposal
b. Quality of sample letter proposal
The City reserves the right to determine whether or not a proposal meets the specifications and requirements of this RFP and reject any proposal that, in the City’s sole opinion, fails to meet the detail or intent of the requirements. The City reserves the right to reject any and all proposals. The City reserves the right to put non-emergency and pre-planned projects out for formal bidding.

All proposals received as specified will be evaluated by City staff in accordance with the abovementioned.

During the evaluation period, the City may do any or all of the following: generate a “short list” and conduct interviews with the top candidates; conduct on-site visits and/or tours of the candidates’ places of business.

Contractors should be aware that award may be made without Contractor visits, interviews, or further discussion or negotiations.

X. ADDITIONAL CONDITIONS
a. Normal working hours will generally be between the hours of 7:30 AM and 5:30 PM on business days, Monday through Friday. During emergencies, work may be required at other than normal hours. The Contractor must receive the approval of the City prior to commencing Work during hours outside those stated above.
b. Contractor shall maintain an adequate crew of at least two experienced employees to perform the services required.
c. Contractor will be required to supply a list of equipment owned and available for Work. d. Contractor will be required to supply a list of references for similar work performed. e. Contractor will be required to supply a list of sub-contractors, if applicable. f. Contractor shall provide City with required proof of liability insurance, worker's compensation insurance, vehicle insurance, and City business license as noted in the contract. g. Contractor shall be responsible for Contractor’s compliance in all respects with the prevailing wage rates to all the laborers involved, and with California Labor Code Section 1770 et seq., including the keeping of all records required by the provisions of Labor Code Section 1776 and the implementing administrative regulations. The City shall be a third party beneficiary of the forgoing covenant with rights to enforce the same as against the Contractor.
h. Hourly rates and unit prices quoted shall include all safety equipment required. Traffic control may be 18 required on some sites, and shall be included in quoted prices. i. Hourly rates for emergency work shall be for actual time spent on the job site. No travel time will be paid. j. At any time prior to proposal due date, Contractor may inspect City property for further information, if desired.

City representatives will be available if desired to answer questions. k. Contractor shall protect any and all public and private property adjacent to work areas. Any damage resulting directly or indirectly from Contractor’s actions shall be the responsibility of the Contractor. l. Contactor shall adhere to all Cal-OSHA rules and regulations for any and all Work performed under this Contract.
m. Contractor must be able to provide a list of employee’s names, dates worked and hours worked on each date if requested by the City.

PERSONNEL
The Contractor shall use and furnish all labor necessary for the satisfactory performance for the Work set forth in this Agreement.
a. Contractor's Laborers
The Contractor shall require each of his/her employees to adhere to basic standards of working attire. These are to include uniforms with the Contractor's company name or insignia clearly visible, proper shoes and other gear required by State Safety Regulations, and proper wearing of clothing, which includes that shirts shall be worn at all times.
b. Typical Tasks
Contractor shall supply laborers with the necessary skills to perform duties in connection with pavement marking maintenance.
c. Licenses
Contractor shall possess a valid Contractor’s “A” License issued by the Department of Consumer Affairs – Contractors State License Board by the time of proposal submittal and shall remain valid for the term of the Agreement.

Contractor shall have a valid City of Seal Beach business license for the term of the Agreement, if selected.

Laborers will be required to possess a valid and current California Driver License, including all insurances as required by the City.
d. Knowledge and Abilities
The Contractor’s representative shall have a general knowledge of the pavement industry, including suitable experience in the field to perform the required work in a safe and thoughtful manner 19 EQUIPMENT
The contractor shall use and furnish all equipment necessary for the satisfactory performance of the Work set forth in this Agreement.
a. Vehicles
Contractor shall display the name of their firm on any/all vehicles used or otherwise by the Contractor's employees.
b. Maintenance
All equipment used by the Contractor shall be maintained in a good operable mechanical condition. All equipment shall be properly adjusted, from an operational safety standpoint. c. Storage of Equipment
The Contractor is required to supply storage for equipment that is used in the City. Equipment shall not be stored in the public right-of-way or on any City property without written authorization from the City.

SUPERVISION
The Contractor shall provide such adequate supervision as to furnish ongoing supervision of workmanship and adherence to schedules by the laborers performing the Work. The foreman, or contractor representative, shall check with the City weekly as to (1) schedule of Work; (2) complaints; and (3) adequacy of performance. The Contractor shall submit such reports as the City may require ensuring compliance with scheduled Work. The foreman shall be onsite while work is in progress.

Foremen shall have a minimum of five (5) years of experience in the pavement industry.

TELEPHONE, ELECTRONIC MAIL, AND EMERGENCY SERVICE CONTACT INFORMATION The Contractor shall provide the City at all times throughout the duration of this contract emergency telephone numbers of at least two (2) qualified persons who can be called for emergency conditions at any time that Contractor’s representatives are not immediately available at the job site. An alternate emergency number shall be provided in case no answer is received at the first number. The emergency number shall be used to contact the Contractor representative who can take the necessary action required to alleviate an emergency condition.

In addition, the Contractor shall employ person(s) to answer telephone and e-mail complaints, requests for service, etc. (an answering service will not be considered sufficient for this purpose) during normal City business hours. Normal City business hours are 7:30 A.M. to 5:30 P.M., Monday through Friday.

Unless otherwise noted as an emergency, City will coordinate with Contractor to schedule the work with a minimum seven (7)-day prior notification. Contractor is required to provide the City with a 24-hour emergency number for contact outside normal business hours. The response to an emergency call-out by the Contractor shall not be more than four (4) hours and shall be considered part of the normal contract except when delayed by problems caused by vehicle accidents or Acts of God. 20 XI. GENERAL CONDITIONS
A. Signature
The Proposal shall be signed by an individual authorized to bind the Contractor.

B. Other Considerations:

The City shall not be liable for any pre-contractual expenses incurred by any firm considering submitting a proposal in response to this RFP.

The City reserves the right to accept or reject any and all proposals, or any part of, or waive any informalities or irregularities. The City reserves the right to withdraw, to cancel this RFP at any time without prior notice and the City makes no representations that any contract will be awarded to any firm responding this RFP.

C. Business License Required
The Seal Beach Municipal Code requires all businesses operating in the City to obtain a business license and pay a business license tax. For more information, go to www.sealbeachca.gov.

D. Prevailing Wage
All work performed in connection with execution of this contract work shall be performed in compliance with all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies (including, without limitation, all applicable federal and state labor standards, including the prevailing wage provisions of sections 1770 et seq. of the California Labor Code), and (b) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. The Contractor shall indemnify, defend and hold the City harmless from any and all claims, causes of action and liabilities based upon or arising from the failure of any work related to the Agreement to comply with all such applicable legal requirements, including, without limitation, any such claims, causes of action or liabilities that may be asserted against or incurred by City with respect to or in any way arising from the Project’s compliance with or failure to comply with applicable laws, including all applicable federal and state labor requirements including, without limitation, the requirements of California Labor Code section 1770 et seq.

Contractor agrees that all public work (as defined in California Labor Code section (1720) performed pursuant to this Agreement (the “Public Work”), if any, shall comply with the requirements of California Labor Code sections 1770 et seq. City makes no representation or statement that the project or any portion thereof, is or is not a “public work” as defined in California Labor Code section 1720.

In all bid specifications, contracts and subcontracts for any such Public Work, Contractor shall obtain the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification or type of worker needed to perform the Public Work, and shall include such rates in the bid specifications, contract or subcontract. Such bid specifications, contract or subcontract must contain the following provision: “It shall be mandatory for the Contractor to pay not less than the said prevailing rate of wages to all workers employed by the contractor in the execution of this contract. The Contractor expressly agrees to comply with the penalty provisions of California Labor Code section 1775 and the payroll record keeping requirements of California Labor Code section 1771.” 21 E. Registration with the Department of Industrial Relations In accordance with Labor Code Sections 1725.5 and 1771.1, no contractor or subcontractor shall be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5 [with limited exceptions for bid purposes only under Labor Code Section 1771.1(a)].

The Department of Industrial Relations Registration Number shall be listed for the Contractor and each subcontractor, if any, in the bid proposal.

22 EXHIBIT A

FEE & COST PROPOSAL

23 FEE & COST PROPOSAL FOR

ON-CALL EMERGENCY AND UNEXPECTED TASK

PAVEMENT MAINTENANCE REPAIR SERVICES
(additional labor/equipment/material rates may be added/clarified with a separate attachment)

MOBILIZATION COST
/TASK ORDER
MINIMUM CALL OUT (in dollars or hours, if applicable)

EQUIPMENT
NO. DESCRIPTION

UNIT OF

MEASURE UNIT PRICE DESCRIPTION
E1 Pick-Up Truck HOUR $
E2 Flatbed Truck HOUR $
E3 Bed Trailer HOUR $
E4 Skidsteer HOUR $
E5 Small Excavator HOUR $
E6 Medium Excavator HOUR $
E7 Large Excavator HOUR $
E8 Backhoe HOUR $
24 E9 Dump Truck/Super 10 HOUR $
E10 Truck and Pup HOUR $
E11 Water Truck HOUR $
E12 Sweeper HOUR $
E13 Wheel Loader HOUR $
E14 Skip Loader HOUR $
E15 Air Compressor w/Jack
Hammer HOUR $
E16 Hydraulic Breaker HOUR $
E17 Asphalt Paver HOUR $
E18 Compaction Wheel HOUR $
E19 Wacker HOUR $
E20 Vibratory Compactor HOUR $
E21 Generator HOUR $
E22 Sawcutter HOUR $
E23 Pavement Grinder HOUR $
E24 Steam Roller/Sheep’s Foot
Roller HOUR $
25 LABOR
NO. DESCRIPTION

STANDARD OVERTIME DOUBLE TIME
L1 Superintendent $ $ $
L2 Project Manager $ $ $
L3 Foreman/Operator $ $ $
L4 Driver $ $ $
L5 Flagger $ $ $
L6 Laborer $ $ $

MATERIAL
NO. DESCRIPTION

UNIT PRICE
M1 AC /TON
M2 AB /TON
M3 Slurry Seal /SF
M4 PCC Concrete - 3250 /TON
M5 PCC Concrete - 4500 /TON
26 M6 CAB /TON
M7 CMB /TON
M8 REAS /TON

MARK-UP FOR ITEMS NOT NOTED ABOVE
NO. DESCRIPTION

PERCENTAGE
O1 Material 15%
O2 Equipment/Rental 15%
O3 Labor/Subcontractor 15%

ADJUSTMENTS
Provide any anticipated rate/cost adjustments as a separate attachment, if necessary. 27 EXHIBIT B

SAMPLE CONTRACT
<INSTRUCTIONS: THIS TEMPLATE IS FOR MAINTENANCE SERVICES ONLY. FOR

PROFESSIONAL SERVICES, USE APPROPRIATE DESIGN PROFESSIONAL OR NON-DESIGN PROFESSIONAL SERVICES TEMPLATE.>
Master Template: Maintenance Services Agreement Approved 12/26/23 2903125

MAINTENANCE SERVICES AGREEMENT
for
<On-Call> <SPECIFY TYPE> Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
<Contractor Name>
<Address>
<City, State, Zip Code>
<Phone Number>
This Maintenance Services Agreement (“the Agreement”) is made as of <INSERT DATE> (the “Effective Date”), by and between <CONTRACTOR’S COMPLETE LEGAL NAME> (“Contractor”), <TYPE OF LEGAL ENTITY AND STATE OF FORMATION (e.g., a California corporation, partnership, limited liability company, sole proprietorship, etc.)> and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”).
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RECITALS
A. City desires certain <on-call> <SPECIFY TYPE> maintenance services.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City issued a Request for Proposals or other solicitation on <DATE> for the <INSERT RFP TITLE OR DESCRIPTION OF TYPE OF MAINTENANCE SERVICES TO BE PERFORMED> and as further defined and described with specificity in Section 1.0 of this Agreement.

Contractor submitted a proposal dated <DATE> to perform the maintenance services defined and described in Section 1.0 of this Agreement.

C. Contractor represents that it is registered with the California Department of Industrial Relations (DIR Registration #_________), and the California State Contractors Licensing Board (CSLB License #________), and that Contractor is licensed in the following classifications:__________________<SPECIFY REQUIRED CLASSIFICATIONS>. Contractor further represents that it is fully qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

D. City desires to retain Contractor as an independent contractor and Contractor desires to serve City to perform those services in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1.0 Scope of Services

1.1. Contractor’s Services. In compliance with all terms, conditions and provisions of this Agreement, Contractor shall provide those <TYPE> maintenance services (collectively “Services”) set forth in the Request for Proposals (“RFP”), attached hereto as Exhibit A and incorporated herein by this reference, and Contractor’s accepted Proposal for <TYPE> Maintenance Services (“Proposal”) attached hereto as Exhibit B, and incorporated herein by this reference, all to City’s reasonable satisfaction. The Services relate to the following City project:____________________________________________.> <FOR ON-CALL AGREEMENT, SUBSTITUTE THE FOLLOWING LANGUAGE:

Strictly on an on-call basis, and in compliance with all terms, conditions and provisions of this Agreement, Contractor shall provide those services (collectively “Services”) in the Request for Proposals or other solicitation (“RFP”) attached hereto as Exhibit A and incorporated herein by this reference, and Contractor’s 3 of 26
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accepted Proposal (“Proposal”) attached hereto as Exhibit B and incorporated herein by this reference), all to City’s reasonable satisfaction. The Services relate to the following City project:_________________________________.

Given the on-call nature of this Agreement, Contractor acknowledges that there is no guarantee that City shall request any Services hereunder.>

1.2. Agreement Documents; Order of Precedence.

1.2.1. The Agreement Documents include this Agreement itself, and all of the following: (i) the RFP (Exhibit A), including all standards, appendices and exhibits attached thereto and/or referenced therein; and (ii) the Proposal (Exhibit B); and (iii) Terms for Compliance with California Labor Law Requirements (Exhibit C); and (iv) Performance Bond (Exhibit D); and (v) Payment Bond (Exhibit E), etc. <INSERT ANY ADDITIONAL EXHIBITS AS APPROPRIATE FOR AN INDIVIDUAL AGREEMENT>, all of which are incorporated herein by this reference.

1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or incorporated documents, the order of precedence shall be as follows: (i) this Agreement; and then (ii) Exhibit C (Terms for Compliance with California Labor Law Requirements); and then (iii) Exhibit D (Performance Bond); and then (iv) Exhibit E (Payment Bond); and then (v) Exhibit A (the RFP), including all standards, appendices and exhibits attached thereto and/or referenced therein; and then (vi) Exhibit B (the Proposal), shall control. In the event that there is any conflict between this Agreement, on the one hand, and Exhibits A, B, C, D, E, etc., on the other hand, this Agreement shall control. <CHANGES TO THE ORDER OF PREFERENCE MAY BE MADE

BASED ON THE ORDER OF PRECEDENCE INCLUDED IN AN RFP, BUT IN

ALL CASES THE AGREEMENT AND LABOR LAW PROVISIONS SHOULD

TAKE PRECEDENCE OVER ANY OTHER EXHIBITS UNLESS APPROVED BY THE CITY ATTORNEY’S OFFICE>

1.5. Compliance with Laws. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law.

1.6. Additional Services. Contractor will not be compensated for any work performed not specified in the Scope of Services unless City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council <IF CONTRACT AWARDED BY CITY MANAGER,
SUBSTITUTE: “by the City Manager”> as specified in Subsections 3.1 and

3.2 . Payment for additional work in excess of this amount requires prior City Council authorization <FOR CITY MANAGER-APPROVED AGREEMENTS, SUBSTITUTE “prior City Manager authorization”>.

2.0 Term

2.1. Original Term. The term of this Agreement shall commence on <DATE>, and shall remain in full force and effect until <DATE>, unless sooner terminated as provided in Section 5.0 of this Agreement. <IF THE AGREEMENT

INCLUDES AN OPTION FOR THE CITY TO ELECT ADDITIONAL TERM(S), SUBSTITUTE THE FOLLOWING LANGUAGE FOR THE FIRST SENTENCE> The term of this Agreement shall commence as of the Effective Date and shall continue for a term of <SPECIFY NUMBER OF YEARS> (“Original Term”) and shall expire at midnight on <DATE>, unless sooner terminated or extended as provided by this Agreement.>

2.2. <ADD SUBSECTION 2.2 ONLY IF CITY INCLUDES THE OPTION TO EXTEND THE TERM; AND IF SO, MODIFY THE NUMBER OF
ADDITIONAL TERMS AS APPROPRIATE>Extensions. City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to <NUMBER, e.g., one, two, etc.> additional terms of one year each (“extension”), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by City, the first 5 of 26
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extension shall have a term extending from <DATE> through and including <DATE>, unless sooner terminated or extended pursuant to this Agreement. If timely elected by City, the second extension shall be from <DATE> through and including <DATE>, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor’s authorized representatives.

3.0 Contractor’s Compensation

3.1. Original Term. In consideration of Contractor’s performance of the Services set forth in Section 1.0 and Exhibits A and B, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for the Services but in no event will City pay more than the total not-to-exceed amount of $_____ (____ dollars) <TOTAL CONTRACT AMOUNT> for the <Original> Term. Payment for any additional work authorized by City pursuant to Subsection 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit B, and shall not exceed the cumulative amount established by the City Council <City Manager> at the time of award for the Original Term.

3.2. <INCLUDE THIS PROVISION ONLY IF THE AGREEMENT
INCLUDES SUBSECTION 2.2. REGARDING THE CITY’S OPTION TO EXTEND THE TERM>Extensions. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, and in consideration of Contractor’s performance of the Services set forth in Section

1.0 and Exhibits A and B, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit B for Services but in no event will City pay more than the total not-to-exceed amount of $____________ (_______ dollars) <INSERT MAXIMUM DOLLAR AMOUNT PAYABLE FOR EACH EXTENDED TERM> for each extension. Payment for any additional work authorized by City for each extension pursuant to Subsection 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit B, and shall not exceed the cumulative amount established by the City Council <City Manager> at the time of award for each extension. <IF NO EXTENSIONS WILL BE ALLOWED, YOU MAY DELETE ALL OF SUBSECTION 3.2, OR
ALTERNATIVELY, INCLUDE THE FOLLOWING TEXT: “3.2 [Not
applicable.].”>

4.0 Method of Payment
Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed 6 of 26
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for each day in the period. City will pay Contractor within 30 days of receiving Contractor’s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor.

5.0 Termination

5.1. Termination by City.

5.1.1. This Agreement may be terminated by City, without cause, upon giving Contractor written notice thereof not less than 30 days prior to the date of termination.

5.1.2. This Agreement may be terminated by City upon 10 days’ notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

NOTIFICATION PERIOD MAY BE NECESSARY DEPENDING ON THE TYPE OF AGREEMENT OR SERVICES>

5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Contractor shall cease all work under this Agreement immediately upon receipt of notice of termination from City under Subsection 5.1, or immediately upon City’s acknowledgment of receipt of Contractor’s notice of termination to City under Subsection 5.1. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11.1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Contractor is not then in breach, City shall pay Contractor for any portion of the Services completed prior to termination, based on the reasonable value of the Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Contractor. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Contractor be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Contractor shall not be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services up to date of 7 of 26
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termination. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation or damages.

6.0 Party Representatives

6.1. The City Manager is the City’s representative for purposes of this Agreement.

6.2. <INSERT FULL NAME> is the Contractor's primary representative for purposes of this Agreement. <INSERT FULL NAME> shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder.

Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices

To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Contractor: <Contractor>
<Address>
<City, State, Zip Code>
Attn: <Contractor Representative>

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

8.0 Permits and Licenses
For the duration of this Agreement, Contractor and all subcontractors performing the Services shall be registered with the Department of Industrial Relations (DIR), and the California State Contractors Licensing Board (“CSLB”). Contractor and all subcontractors performing any of the Services shall possess any and all current licenses in the classifications, and certifications, listed in the RFP (Exhibit A) to perform the Services. Contractor and all of Contractor’s employees and other personnel shall also obtain and maintain during the Agreement term all necessary licenses, registrations, permits and certificates required by law for the provision of the Services under 8 of 26
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this Agreement, including a business license as required by the Seal Beach Municipal Code. <AS APPROPRIATE, THIS SECTION MAY BE MODIFIED

TO LIST THE SPECIFIC REGISTRATIONS, CERTIFICATIONS, LICENSES, ETC., NECESSARY TO PERFORM THE SERVICES>

9.0 Independent Contractor

9.1. Contractor is an independent contractor and not an employee of City.

All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor’s employees or other personnel under Contractor’s supervision. Contractor will determine the means, methods, and details by which Contractor’s employees and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

9.2. All of Contractor’s employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Contractor’s personnel. Contractor’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Contractor’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor’s personnel require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor’s choice, except (i) as otherwise required for the performance of Services on City real property, facilities, vehicles or equipment; (ii) as otherwise may from time to time be necessary in order for Contractor’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor’s performance of any Services under this Agreement, or (iii) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Contractor from time to time for Contractor’s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

9.3. In addition to all other provisions of this Agreement, Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor’s personnel in connection with their performance of any Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income 9 of 26
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tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Contractor shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor’s personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, 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. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement.

10.0 PERS Compliance and Indemnification

10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees’ Retirement Law (“PERL”), commencing at Government Code § 20000, as amended by the Public Employees’ Pension Reform Act of 2013 (“PEPRA”), and the regulations of PERS, as amended from time to time. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.
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10.2. Indemnification. To the maximum extent permitted by law, Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor’s violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement.

11.0 Ownership of Work Product

11.1. Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever and any other documents and written material of any kind created, developed, prepared or used by Contractor in the performance of this Agreement (collectively “Work Product”) shall be considered “works made for hire” for the benefit of City. Upon completion of, or in the event of, termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Contractor's consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City’s own risk. Contractor shall not obtain or attempt to obtain copyright protection as to any Work Product.

11.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11.1.

If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

12.0 Confidentiality

12.1. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege. Contractor covenants that all Work Product (as defined in Subsection 11.1), and/or any other data, documents, writings, discussion, or other information created, developed, prepared, received by or provided to Contractor in the performance of this Agreement are deemed confidential unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such Work Product, data, documents, writings, discussion or other information to persons or entities other than City without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, employees, agents, servants, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property 12 of 26
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located within City. Response to a subpoena or court order shall not be considered “voluntary,” provided Contractor gives City timely notice of such court order or subpoena.

12.2. Contractor shall promptly notify City should Contractor, its officers, employees, agents, servants, and/or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the Services performed thereunder or with respect to any project or property located within City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

12.3. Contractor’s covenants and obligations under this Section shall survive the termination or expiration of this Agreement.

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of City. Contractor is fully responsible to City for the performance of any and all subcontractors, and Contractor shall monitor and review all work and other services performed by any subcontractor to ensure that all Services performed by such subcontractor comply with the requirements and provisions of this Agreement.

14.0 Prohibition Against Assignment, Transfer or Delegation Contractor shall not assign or transfer this Agreement or any of its rights, obligations or interest in this Agreement, or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent, which may be withheld for any reason. Any purported assignment, transfer or delegation without City’s consent shall be void and without effect, and shall entitle City to terminate this Agreement.

15.0 Inspection and Audit of Records
Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to 13 of 26
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permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. Upon 24 hours’ notice by City, during regular business hours Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement.

Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City’s rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services.

Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to City any hazardous condition noted by Contractor.

17.0 Insurance

17.2.1. Commercial General Liability Insurance: Contractor shall maintain limits no less than $2,000,000 per occurrence for bodily injury, death, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Contractor is a limited liability company, the commercial general liability coverage shall be amended so 14 of 26
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that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.

17.2.2. Automobile Liability Insurance: Contractor shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).

17.2.3. Professional Liability (or Errors and Omissions) Liability Insurance: <IF APPLICABLE; DELETION OF PROFESSIONAL LIABILITY INSURANCE MUST BE APPROVED BY THE CITY’S RISK MANAGER>
Contractor shall maintain professional liability (or errors and omissions liability) insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a “claims made” policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

17.2.4. Workers’ Compensation Insurance in the amount required by law; and Employer’s Liability: with limits no less than $1,000,000 per accident and in the aggregate for bodily injury or disease.

17.2.5. <INSERT OTHER COVERAGES REQUIRED FOR
SPECIFIC AGREEMENT AS REQUIRED BY RISK MANAGER (e.g., Cyber Liability Insurance, Crime Policy or Fidelity Bond, Pollution and Environmental Liability Insurance, Excess/Umbrella Liability; etc.)> .

17.4. Additional Insureds.

17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, 15 of 26
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maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible.

17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies.

17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of Contractor's insurance and shall not be called upon to contribute with it.

17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer’s right of subrogation against City, 16 of 26
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its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives its own right of recovery and all rights of subrogation against City, and shall require similar express written waivers from any subcontractor.

17.11. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor’s expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.

17.16. Subcontractor Insurance Requirements/Pass-Through Clause.

Contractor shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section<except as otherwise waived in writing by City’s Risk Manager>. Contractor agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Contractor agrees to submit all agreements with consultants, subcontractors, and others engaged in the Services upon City’s request.

18.0 Indemnification, Hold Harmless, and Duty to Defend

18.1. Indemnities.

18.1.1. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City, its elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees” in this Section

18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Claims”), in law or equity, whether actual, alleged or threatened, to persons or property, including bodily injury, death, personal injury, and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to any breach of this Agreement and/or any acts, errors, omissions, negligence, or willful misconduct of Contractor, its officers, agents, servants, employees, contractors, subcontractors, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Contractor shall bear 18 of 26
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legal liability) in the performance of the Services and/or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18.1.2. Contractor shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0.

18.2. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity agreements, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, claimed to arise out of, pertaining to, or relating to any breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Contractor’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual for whom Contractor’s subcontractor shall bear the legal liability) in the performance of this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties.

18.3. Workers’ Compensation Acts Not Limiting. Contractor’s indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, servants, employees, volunteers and those City agents serving as independent contractors in the role of City officials.

18.4. Indemnification Not Limited By Insurance. Procurement of insurance by Contractor is not and shall not be construed as a limitation of Contractor’s liability, or as a waiver of or limitation on full performance of Contractor’s duties of defense and indemnification, under this Section 18.0 or under any other provision of this Agreement. Contractor’s defense and indemnification obligations under this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the 19 of 26
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Claims or Liabilities asserted against City or any of the other Indemnitees as defined in this Section 18.0, and Contractor’s defense and indemnification obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Contractor, City, or any of the other Indemnitees.

18.5. Survival of Terms. Contractor’s covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.

19.0 Bonds <MODIFICATION OR DELETION OF BOND

REQUIREMENTS MUST BE REVIEWED BY CITY ATTORNEY AND
REQUIRES APPROVAL OF RISK MANAGER>

19.1. Performance Bond. If required by law or otherwise specifically requested by City in Exhibit A attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement. If such bond is required, no payment will be made to Contractor until it has been received and approved by City. The required form of Performance Bond is attached hereto as Exhibit D and incorporated herein by this reference.

19.2. Payment Bond. If required by law or otherwise specifically requested by City in Exhibit A attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement. If such bond is required, no payment will be made to Contractor until it has been received and approved by City. The required form of Payment Bond is attached hereto as Exhibit E and incorporated herein by this reference.

19.3. Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of 20 of 26
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payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, City may terminate this Agreement for cause.

19.4. Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M.

Best's rating no less than A:VIII and satisfactory to City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to City.

20.0 Warranty

20.1. Warranty Period. The Services shall be warranted by Contractor against defective materials and workmanship for a period of one year. The warranty period shall start on the date the work is completed as determined by the Project Administrator.

20.2. Commencement. The warranty period for specific items covered under manufacturers’ or suppliers’ warranties shall commence on the date they are placed into service at the direction of or as approved by the City Representative in writing.

20.3. Assignment. All warranties, express or implied, from subcontractors, manufacturers, or suppliers, of any tier, for the materials furnished and work performed shall be assigned, in writing, to City, and such warranties shall be delivered to the City Representative prior to acceptance of Contractor’s performance of the Agreement.

20.4. Warranty Obligation. Contractor shall re-perform any defective work, and replace or repair any defective materials, in a manner satisfactory to the City Representative, after notice to do so from the City Representative, and within the time specified in the notice. If Contractor fails to re-perform the work or make such replacement or repairs within the time specified in the notice, City may perform the work, replacement or repairs at Contractor’s expense.

Contractor shall promptly pay any invoice for such work, repair or replacement.

This Section shall survive expiration and/or termination of this Agreement.

21.0 Non-Discrimination Equal and Employment Opportunity Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against any of its employees, applicants for employment, contractors or subcontractors because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, ancestry, age, physical disability, mental disability, medical 21 of 26
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condition, genetic information, military or veteran status, or any other basis prohibited by law. Contractor further covenants that in the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against City of any of City’s elected or appointed officials, officers, employees, agents, servants, volunteers, those City agents serving as independent contractors in the role of City officials, consultants, contractors, subcontractors, or subconsultants, on any basis prohibited by law.

22.0 Labor Certification
By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

23.0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein.

24.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties.

25.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

26.0 Government Code Claim Compliance
In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for extra work, additional services, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra 22 of 26
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work, additional services, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a lawsuit against City.

27.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under any provision of this Agreement (whether contract, tort or both).

28.0 Non-Exclusive Agreement
City reserves the right to employ or retain any other contractors in connection with <this Project> <the Services>.

29.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement.

30.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (i) effective unless it is in writing and signed by the Party making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states.

31.0 Prohibited Interests; Conflict of Interest

31.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Contractor further covenants that, in performance of this Agreement, no person 23 of 26
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having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained.

31.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift.

31.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section.

32.0 Final Payment Acceptance Constitutes Release
The acceptance by Contractor of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Contractor for anything done, furnished or relating to Contractor’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Contractor, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors and agents.
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33.0 Corrections
In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Contractor’s report or plans. Should Contractor fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Contractor. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Contractor under this Agreement up to the amount of the cost of correction.

34.0 Non-Appropriation of Funds
Payments to be made to Contractor by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Contractor’s Services beyond the current fiscal year, this Agreement shall cover payment for Contractor’s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

35.0 Mutual Cooperation

35.1. City’s Cooperation. City shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for Contractor’s proper performance of the Services required under this Agreement.

35.2. Contractor’s Cooperation. Contractor agrees to work closely and cooperate fully with City’s representative and any other agencies that may have jurisdiction or interest in the Services to be performed. In the event any claim or action is brought against City relating to Contractor’s performance of Services rendered under this Agreement, Contractor shall render any reasonable assistance that City requires.

36.0 Time of the Essence
Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

37.0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from 25 of 26
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the losing party all of its attorneys’ fees and other costs incurred in connection therewith.

38.0 Titles and Headings
The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.

39.0 Recitals
City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement.

40.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

41.0 Corporate Authority
The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement.
[signatures on following page]
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IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.

CITY OF SEAL BEACH
By: _________________________
Jill R. Ingram, City Manager
Attest:

By: _________________________
Gloria D. Harper, City Clerk
Approved as to Form:

By: _________________________
Nicholas Ghirelli, City Attorney
CONTRACTOR: <INSERT COMPLETE
LEGAL NAME> <INSERT TYPE OF
ENTITY (e.g., a California
corporation>
By: __________________________
Name: __
Its:

By: __________________________
Name: ___
Its:
(Please note, two signatures required
for corporations pursuant to California
Corporations Code Section 313 from
each of the following categories: (i) the
chairperson of the board, the president
or any vice president, and (ii) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation.)

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EXHIBIT A

REQUEST FOR PROPOSALS OR OTHER

SOLICITATION
(RFP NO. XXXX, “________________________”
<INSERT TITLE AND DATE OR OTHER DESCRIPTION
OF TYPE MAINTENANCE SERVICES>

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EXHIBIT B
CONTRACTOR’S PROPOSAL
(Proposal for XXXXXXXXXXX Maintenance Services,
dated XXXXXXX)

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EXHIBIT C

TERMS FOR COMPLIANCE WITH CALIFORNIA

LABOR LAW REQUIREMENTS

Therefore, as to those Services that are “public works”, Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City.

4. Pursuant to Labor Code Section 1771.4, Contractor’s Services are subject to compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or

Master Template: Maintenance Services Agreement Approved 12/26/23 2903125
craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

8. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. Contractor shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Contractor and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City.

10. Contractor acknowledges that eight hours labor constitutes a legal day’s work.

Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

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11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

12. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor’s expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the termination of the Agreement.

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EXHIBIT D

FAITHFUL PERFORMANCE BOND
(If and when required under Section 19.0 or Exhibit A of Agreement) Master Template: Maintenance Services Agreement Approved 12/26/23 2903125
Bond No. __________

FAITHFUL PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Seal Beach (“City”), has awarded to

(Principal”)

(Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:

(Project name)
WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract.

NOW, THEREFORE, we, the undersigned Principal, and

(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City in the penal sum of

Dollars ($ ), this amount being not less than
the total Contract Price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statute of limitations as it applies to an action on this Bond.

Master Template: Maintenance Services Agreement Approved 12/26/23 2903125
The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or of the Work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the specifications. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:
“Principal”
By:

Its
By:

Its
(Seal)

“Surety”
By:

Its
By:

Its
(Seal)
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. DATE OF BOND MUST NOT BE BEFORE DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.

Master Template: Maintenance Services Agreement Approved 12/26/23 2903125

EXHIBIT E

PAYMENT BOND (LABOR AND MATERIALS)
(If and when required under Section 19.0 or Exhibit A of Agreement) Master Template: Maintenance Services Agreement Approved 12/26/23 2903125
Bond No. __________

PAYMENT BOND
(LABOR AND MATERIALS)
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Seal Beach (“City”), State of California, has awarded to

(“Principal”)

(Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:

(Project name)
WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment Bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.

NOW, THEREFORE, we, the undersigned Principal, and

(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of

Dollars ($ ), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this Bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond.

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Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration, or addition.

Dated:

Master Template: Maintenance Services Agreement Approved 12/26/23 2903125
“Principal”
By:

Its
By:

Its
(Seal)

“Surety”
By:

Its
By:

EXHIBIT B
Contractor’s Proposal

EXHIBIT C

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works”, Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

10. Contractor acknowledges that eight hours labor constitutes a legal day’s work.

Contractor shall diligently take corrective action to halt or rectify any failure.

PROFESSIONAL MAINTENANCE AGREEMENT
for
On-Call Emergency and Unexpected Task
Pavement Maintenance and Repair Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
PaveWest, LLC
11700 166th Street
Artesia, CA 90701
(562) 694-3113
This Professional Maintenance Agreement (“the Agreement”) is made as of October 27, 2025 (the “Effective Date”), by and between PaveWest LLC, (“Contractor”), a California limited liability company, and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”).
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RECITALS
A. City desires certain on-call emergency and unexpected task asphalt maintenance and repair services.

C. Contractor represents that the principal members of its firm are licensed and registered California contractors (CSLB License #968049, DIR #1000007773) and are fully qualified to perform the services contemplated by this Agreement in a good and professional manner by virtue of the training, experience and education of its principals and employees; and it desires to perform such services as provided herein.

D. City desires to engage Contractor to provide on-call emergency and unexpected task asphalt maintenance and repair services in the manner set forth herein and more fully described in Section 1.0.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1.0 Scope of Services

1.2. Agreement Documents; Incorporation by Reference; Order of Precedence.
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1.5. Compliance with Laws. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law.

2.0 Term

3.0 Contractor’s Compensation

3.2. Additional Work. Any additional work authorized by the City Council pursuant to this Section will be compensated in accordance with the fee schedule set forth in Exhibit B.
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5.0 Termination

5.1. Termination by City.

5.1.1 This Agreement may be terminated by City, without cause, upon giving Contractor written notice thereof not less than 30 days prior to the date of termination.

6.0 Party Representatives

6.1. The City Manager is the City’s representative for purposes of this Agreement.

6.2. Lisa Mangan is the Contractor's primary representative for purposes of this Agreement. Lisa Mangan shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices

To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Contractor: PaveWest, LLC
11700 166th Street
Artesia, CA 90701
Attn: Lisa Mangan

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

8.0 Permits and Licenses
For the term of this Agreement, Contractor and all of Contractor’s employees and subcontractors shall be registered with the Department of Industrial Relations (DIR), and the California State Contractors Licensing Board (“CSLB”). Contractor and all subcontractors performing any of the Services shall possess any and all current licenses in the classifications, and certifications, listed in the RFP (Exhibit A) to perform the Services. Contractor, its employees and subcontractors shall further obtain and maintain during the Agreement term all other necessary licenses, permits and certificates required by law for the provision of the Services 7 of 22
under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9.0 Independent Contractor

9.3. In addition to all other provisions of this Agreement, Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor’s personnel in connection with their performance of any Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor 8 of 22
and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

10.0 PERS Compliance and Indemnification

10.2. Indemnification. To the maximum extent permitted by law, Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, designated volunteers, and those City agents serving as independent contractors in the role 9 of 22
of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor’s violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement.

11.0 Ownership of Work Product

11.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11.1.

11.3. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, its elected and appointed officials, officers, employees, agents, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City’s use of any of the Work Product violates federal, state or local laws, any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. 10 of 22
Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Contractor’s covenants and obligations shall survive the expiration and/or termination of this Agreement.

If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

12.0 Confidentiality

Response to a subpoena or court order shall not be considered “voluntary,” provided Contractor gives City timely notice of such court order or subpoena.

12.2. Contractor shall promptly notify City should Contractor, its directors, officers, employees, agents, servants and/or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, 11 of 22
interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the Services performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

12.3. Contractor’s covenants and obligations under this Section shall survive the termination or expiration of this Agreement.

15.0 Inspection and Audit of Records
Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the 12 of 22
performance of the Services under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later. City’s rights under this Section 15.0 shall survive for four (4) years after expiration, termination or final payment under this Agreement, whichever occurs later.

17.0 Insurance

17.2.2. Automobile Liability Insurance: Contractor shall maintain automobile liability insurance with limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as 13 of 22
Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).

17.4. Additional Insureds.

17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies.

17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying 14 of 22
coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of Contractor's insurance and shall not be called upon to contribute with it.

17.12. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish City with original certificates of insurance 15 of 22
and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City’s Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages.

17.16. Subcontractor Insurance Requirements/Pass-Through Clause.

18.0 Indemnification, Hold Harmless, and Duty to Defend

18.1. Indemnities.

18.1.2 Contractor shall defend, indemnify and hold harmless city in accordance with Sections 9.0 and 10.0.

18.5. Survival of Terms. Contractor’s covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.

19.0 Warranty

Contractor shall promptly pay any invoice for such work, repair or replacement.

This Section shall survive expiration and/or termination of this Agreement.

24.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

27.0 Non-Exclusive Agreement
City reserves the right to employ or retain any other contractors in connection with the Services.

30.0 Prohibited Interests; Conflict of Interest

34.0 Mutual Cooperation

37.0 Titles and Headings
The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.

38.0 Recitals
City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement.

IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.

CITY OF SEAL BEACH
By: _________________________
Patrick Gallegos, City Manager
Attest:

By: _________________________
Gloria D. Harper, City Clerk
Approved as to Form:

By: _________________________
Nick Ghrielli, City Attorney
CONTRACTOR: PaveWest, LLC, a
California limited liability company
By: __________________________
Don Mangan
President
By: __________________________
Lisa Mangan
Program Manager
(Please note, two signatures required
for corporations pursuant to California
Corporations Code Section 313 from
each of the following categories: (i) the
chairperson of the board, the president
or any vice president, and (ii) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation.)