CONTRACT 3423 Other CLOSED34
TAKEOVER AGREEMENT BETWEEN
THE CITY OF EL SEGUNDO
AND
ADVANCED ENVIRONMENTAL SERVICES, INC
This AGREEMENT is entered into this 7 day of �l�Pc., 2004, by and between the CITY OF
EL SEGUNDO, a general law city and municipal corporation ( "CITY "), and ADVANCED
ENVIRONMENTAL SERVICES, INC., a California Corporation ( "CONTRACTOR ").
RECITALS. This Agreement is made with reference to the following facts and objectives:
A. On April 6, 2004, CITY and ADVANCED FUEL FILTRATION SYSTEMS,
INC., a California Corporation, entered into a written contract for emergency
repair of City Maintenance Facility underground fuel storage system at 150
Illinois within CITY's jurisdiction ( "Project "). That contract is identified as
Contract No. 3325, dated April 6, 2004, for the purpose of repairing an existing
underground storage tank system to facilitate "SB 989" testing.
B. On October 29, 2004, CITY terminated ADVANCED FUEL FILTRATION
SYSTEMS, INC.'s control over the Contract. CITY now requests, and
CONTRACTOR agrees, that CONTRACTOR assume the rights and obligations
of the Contract in order to complete the project in accordance with the Contract.
2. CONSIDERATION.
A. CONTRACTOR will assume all the obligations; be entitled to all rights and
remedies; and be subject to all limitations and disabilities set forth in the Contract
and applicable law. The Contract are attached as Exhibit "A," and incorporated
into this Agreement by reference.
B. CONTRACTOR and CITY agree to abide by the terms and conditions contained
in this Agreement and the Contract;
C. CITY will compensate CONTRACTOR in the manner and in the amount set forth
in the Contract.
3. SCOPE OF SERVICES. CONTRACTOR will perform, or cause to be performed, the
work listed in the Contract.
4. TIME FOR PERFORMANCE. CONTRACTOR, or its designee, will not perform any
work under this Agreement until:
A. CONTRACTOR furnishes proof of insurance and bonding as required by the
Contract;
B. CITY gives CONTRACTOR a written, signed, and numbered purchase order
which references this Agreement and will serve as a Notice to Proceed ( "Notice to
Proceed "). This Agreement will supersede any conflicting provisions included on
the purchase order issued pursuant to this Agreement.
C. Should CONTRACTOR begin work on any phase in advance of receiving a
Notice to Proceed, any such services are at CONTRACTOR's own risk.
5. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY
with a complete Taxpayer Identification Number and Certification, Form V -9 (Rev. 12-
87), as issued by the Internal Revenue Service.
6. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONTRACTOR under this Agreement will not be construed to operate as a waiver of
any rights CITY may have under this Agreement or of any cause of action arising from
CONTRACTOR's, or its designee's, performance. A waiver by CITY of any breach of
any term, covenant, or condition contained in this Agreement will not be deemed to be a
waiver of any subsequent breach of the same or any other term, covenant, or condition
contained in this Agreement whether of the same or different character.
7. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address, as follows:
CITY CONTRACTOR
City of El Segundo Advanced Environmental
City Hall Services, Inc
350 Main Street 7 Amato
El Segundo, CA 90245 Mission Viejo, CA 92692
Any such written communications by mail will be conclusively deemed to have
been received by the addressee upon deposit thereof in the United States Mail,
postage prepaid and properly addressed as noted above. In all other instances,
notices will be deemed given at the time of actual delivery. Changes may be
made in the names or addresses of persons to whom notices are to be given by
giving notice in the manner prescribed in this paragraph.
COMPLIANCE WITH LAW. CONTRACTOR must, at its sole cost and expense,
comply with all of the requirements of all Municipal, State and Federal authorities now in
force, or which may subsequently be in force, pertaining to this Agreement and will
faithfully observe while performing this Agreement all Municipal ordinances and State and
Federal statutes now in force or which may subsequently be in force. The judgment of any
34? 3 .
court of competent jurisdiction, or the admission of CONTRACTOR in any action or
proceeding against CONTRACTOR, whether CITY be a party thereto or not, that
CONTRACTOR has violated any such ordinance or statute in performance of this
Agreement will be conclusive of that fact as between CITY and CONTRACTOR.
9. INTERPRETATION. This Agreement was drafted in, and will be construed in
accordance with the laws of, the State of California and exclusive venue for any action
involving this Agreement will be in Los Angeles County.
10. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. There is one (1) Attachment to this
Agreement. This Agreement will bind and inure to the benefit of the parties to this
Agreement and any subsequent successors and assigns.
11. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to
the extent necessary in the opinion of the court to render such portion enforceable and, as
so modified, such portion and the balance of this Agreement will continue in full force
and effect.
12. MODIFICATION. This Agreement may be modified by written amendments that are
executed by both Parties. CITY's public works director is authorized to execute such
amendments on CITY's behalf
13. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that agreements
ancillary to this Agreement, and related documents to be entered into in connection with
this Agreement, will be considered signed when the signature of a party is delivered by
facsimile transmission. Such facsimile signature will be treated in all respects as having
the same effect as an original signature.
14. COUNTERPARTS. This Agreement may be executed in any number or counterparts,
each of which will be an original, but all of which together will constitute one instrument
executed on the same date.
15. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
3423. ' 'I
IN WITNESS WHERE OF the parties hereto have executed this contract the
day and year first hereinabove written.
CITY OF EL SEGUNDO:
By:
ary r i::�
City nager
ATTEST:
By: a4�Y17�l _&/-
Cind Mortesen
City Clerk
APPR,
MARI
CONTRACTOR:
J e C. Wilson
A t Executive /Project Manager
By: '
Print Name: Joe C. Wi l son
V1
Title: Of f icer
Taxpayer ID
Number
Contractor State
License Number
Contractor City
Business License
Number
33- 0938990
3423
CITY OF EL SEGUNDO
CONTRACT DOCUMENTS
& SPECIFICATIONS
FOR
EMERGENCY REPAIR OF CITY MAINTENANCE FACILITY
UNDERGROUND FUEL STORAGE SYSTEM
PROJECT NO.: PW 04 -05
PUBLIC WORKS DEPARTMENT
GENERAL SERVICES DIVISION
150 ILLINOIS STREET
EL SEGUNDO, CA 90245
TELEPHONE:
FACSIMILE:
(310) 524 -2709
(310) 414 -0911
RECYCLED PAPER
TABLE OF CONTENTS
P_
SECTION I - LEGAL
A. CITY OF EL SEGUNDO I -A -1 THROUGH I -A -5
PUBLIC WORKS CONTRACT
B. FAITHFUL PERFORMANCE BOND
i -B -1,2
C. LABOR AND MATERIALS BOND
SECTION II GENERAL REQUIREMENTS
A. GENERAL SPECIFICATIONS
II-A-1,2
1. SCOPE AND LOCATION OF WORK
II -A -1
2. TIME FOR COMPLETION
II -A -1
3. REGISTRATION OF CONTRACTORS
II -A -1
4. CITY BUSINESS LICENSE
II -A -2
5. NOTIFICATIONS
II -A -2
6. EMERGENCY INFORMATION
INSPECTION
II -B -1 THROUGH 36
B. STANDARD SPECIFICATIONS
III -A -1
SECTION 111 - SPECIAL PROVISIONS
III -A -1
A.
STANDARDS
B.
EXAMINATION OF JOB SITE
III -A -1
III -A -1
C.
INSPECTION
III -A -1
D.
TRAFFIC CONTROL
III-A-2
E.
PEDESTRIAN SAFETY
F.
USE OF PRIVATE PROPERTY
III -A -2
III -A -2
G.
WORK SCHEDULE
Ii-A-2
H.
METER BOXES
I.
PROTECTION OF EXISTING IMPROVEMENTS
III -A -2
J.
DISPOSAL OF REMOVALS
III -A -2
OF CONCRETE TRANSIT MIXERS
III -A -3
K.
WASHING
III-A-3
L.
SURFACE RESTORATION
M.
REPAIRS, REPLACEMENTS, CLEANUP
III -A -3