Great Western Installations - FY2024-04801203.0006/987547.3 1
CITY OF RANCHO PALOS VERDES
PUBLIC WORKS AGREEMENT FOR
RYAN PARK PIP RE-TOP AND EWF REFILL
THIS PUBLIC WORKS AGREEMENT (“Agreement”) is made and entered into on June
18, 2024, by and between the City of Rancho Palos Verdes, a California municipal corporation
herein (“City”) and Great Western Installations (“Contractor”).
NOW, THEREFORE, the parties hereto agree as follows:
1. SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Contractor shall perform the work or services set forth in the “Scope of
Services” attached hereto as Exhibit “A” and incorporated herein by reference. Contractor
warrants that it has the experience and ability to perform all work and services required
hereunder and that it shall diligently perform such work and services in a professional and
satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by the Agreement.
1.4 Warranty. The Contractor shall adopt reasonable methods during the life
of the Agreement to furnish continuous protection to the work, and the equipment, materials,
papers, documents, plans, studies and/or other components thereof to prevent losses or damages,
and shall be responsible for all such damages, to persons or property, until acceptance of the
work by City, except such losses or damages as may be caused by City’s own negligence.
Contractor warrants all work under the Agreement to be of good quality and free from any
defective or faulty material and workmanship. Contractor agrees that for a period of one year (or
the period of time specified elsewhere in the Agreement or in any guarantee or warranty
provided by any manufacturer or supplier of equipment or materials incorporated into the work,
whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after
being notified in writing by the City of any defect in the work or nonconformance of the work to
the Agreement, commence and prosecute with due diligence all work necessary to fulfill the
terms of the warranty at his sole cost and expense. The 1-year warranty may be waived in
Exhibit “B” if the services hereunder do not include construction of any improvements or the
supplying of equipment or materials.
1.5 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in the “Special Requirements”
attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a
conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the
provisions of Exhibit “B” shall govern.
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2. COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Contractor shall be compensated in accordance with the “Schedule of Compensation” attached
hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum
contract amount of $33,140 (Thirty Three Thousand One Hundred Forty Dollars) (“Contract
Sum”).
2.2 Invoices. Each month Contractor shall furnish to City an original invoice
for all work performed and expenses incurred during the preceding month in a form approved by
City’s Director of Finance. The invoice shall detail charges for all necessary and actual expenses
by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and
sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories.
City shall independently review each invoice submitted by the Contractor to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Contractor
which are disputed by City. City will use its best efforts to cause Contractor to be paid within
forty-five (45) days of receipt of Contractor’s correct and undisputed invoice. In the event any
charges or expenses are disputed by City, the original invoice shall be returned by City to
Contractor for correction and resubmission.
2.3 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond
that specified in the Scope of Services or make changes by altering, adding to or deducting from
said work. No such extra work may be undertaken unless a written order is first given by the
Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum,
and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written
approval of the Contractor. Any increase in compensation of up to ten percent (10%) of the
Contract Sum, or in the time to perform of up to one hundred eighty (180) days may be approved
by the Contract Officer. Any greater increases, taken either separately or cumulatively must be
approved by the City Council.
2.4 Prevailing Wages. Contractor is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
Title 8, Section 1600, et seq., (“Prevailing Wage Laws”), which require the payment of
prevailing wage rates and the performance of other requirements on “Public Works” and
“Maintenance” projects. If the Services are being performed as part of an applicable “Public
Works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage
Laws. Contractor shall determine the applicable prevailing rates and make copies of the
prevailing rates of per diem wages for each craft, classification or type of worker needed to
execute the Services available to interested parties upon request, and shall post copies at the
Contractor’s principal place of business and at the project site. Contractor shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free and
harmless from any claim or liability arising out of any failure or alleged failure to comply with
the Prevailing Wage Laws. The provisions of this Section may be waived in Exhibit “B” if
inapplicable to the serves provided hereunder.
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3. PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Contractor shall commence the services
pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services within the time period(s) established in the “Schedule of Performance” attached hereto
as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor,
extensions to the time period(s) specified in the Schedule of Performance may be approved in
writing by the Contract Officer but not exceeding thirty (30) days cumulatively.
3.3 Force Majeure. The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be
extended because of an y delays due to unforeseeable causes beyond the control and without the
fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public
enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions,
riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency,
including the City, if the Contractor shall within ten (10) days of the commencement of such
delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall
ascertain the facts and the extent of delay, and extend the time for performing the services for the
period of the enforced delay when and if in the judgment of the Contract Officer such delay is
justified. The Contract Officer’s determination shall be final and conclusive upon the parties to
this Agreement. In no event shall Contractor be entitled to recover damages against the City for
any delay in the performance of this Agreement, however caused, Contractor’s sole remedy
being extension of the Agreement pursuant to this Section.
3.4 Inspection and Final Acceptance. City may inspect and accept or reject
any of Contractor’s work under this Agreement, either during performance or when completed.
City shall reject or finally accept Contractor’s work within forty five (45) days after submitted to
City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to
have been rejected. City’s acceptance shall be conclusive as to such work except with respect to
latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any work by City
shall not constitute a waiver of any of the provisions of this Agreement including, but not limited
to, Article 5, pertaining to indemnification and insurance, respectively.
3.5 Term. Unless earlier terminated in accordance with Article 7 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one (1) year from the date hereof, except as otherwise provided in the
Schedule of Performance (Exhibit “D”).
4. COORDINATION OF WORK
4.1 Representative of Contractor. Nate Younker is hereby designated as
being the representative of Contractor authorized to act on its behalf with respect to the work and
services specified herein and make all decisions in connection therewith. All personnel of
Contractor and any authorized agents shall be under the exclusive direction of the representative
of Contractor. Contractor shall make every reasonable effort to maintain the stability and
continuity of Contractor’s staff and subcontractors, and shall keep City informed of any changes.
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4.2 Contract Officer. Andrew Berg is hereby designated as being the
representative the City authorized to act in its behalf with respect to the work and services
specified herein and to make all decisions in connection therewith (“Contract Officer”). The City
Manager shall have the right to designate another Contract Officer by providing written notice to
Contractor.
4.3 Prohibition Against Subcontracting or Assignment. Contractor shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City. Any such prohibited assignment or transfer shall be void.
4.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as otherwise set forth. Contractor shall perform all
services required herein as an independent contractor of City with only such obligations as are
consistent with that role. Contractor shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City, or that it is a member of a joint
enterprise with City.
5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages. Without limiting Contractor's indemnification of
City, and prior to commencement of any services under this Agreement, Contractor shall obtain,
provide and maintain at its own expense during the term of this Agreement, policies of insurance
of the type and amounts described below and in a form satisfactory to City.
a. General liability insurance. Contractor shall maintain commercial
general liability insurance with coverage at least as broad as Insurance Services Office form CG
00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for
bodily injury, personal injury, and property damage. The policy must include contractual liability
that has not been amended. Any endorsement restricting standard ISO "insured contract"
language will not be accepted.
b. Automobile liability insurance. Contractor shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering
bodily injury and property damage for all activities of the Co ntractor arising out of or in
connection with Services to be performed under this Agreement, including coverage for any
owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined
single limit for each accident.
c. Professional liability (errors & omissions) insurance. Contractor
shall maintain professional liability insurance that covers the Services to be performed in
connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the
aggregate. Any policy inception date, continuity date, or retroactive date must be before the
effective date of this Agreement and Contractor agrees to maintain continuous coverage through
a period no less than three (3) years after completion of the services required by this Agreement.
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d. Workers' compensation insurance. Contractor shall maintain
Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with
limits of at least $1,000,000).
e. Subcontractors. Contractor shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and certified endorsements for
each subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
f. Additional Insurance. Policies of such other insurance, as may be
required in the Special Requirements in Exhibit "B".
5.2 General Insurance Requirements.
a. Proof of insurance. Contractor shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation. Insurance certificates and endorsements
must be approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of all required insurance
policies, at any time.
b. Duration of coverage. Contractor shall procure and maintain for
the duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Contractor, its agents, representatives, employees or subcontractors.
c. Primary/noncontributing. Coverage provided by Contractor shall
be primary and any insurance or self-insurance procured or maintained by City shall not be
required to contribute with it. The limits of insurance required herein may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess insurance
shall contain or be endorsed to contain a provision that such coverage shall also apply on a
primary and non-contributory basis for the benefit of City before the City's own insurance or
self-insurance shall be called upon to protect it as a named insured.
d. City's rights of enforcement. In the event any policy of insurance
required under this Agreement does not comply with these specifications or is canceled and not
replaced, City has the right but not the duty to obtain the insurance it deems necessary and any
premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts
sufficient to pay premium from Contractor payments. In the alternative, City may cancel this
Agreement.
e. Acceptable insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact business of
insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with
an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or
larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
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f. Waiver of subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against City, its
elected or appointed officers, agents, officials, employees and volunteers or shall specifically
allow Contractor or others providing insurance evidence in compliance with these specifications
to waive their right of recovery prior to a loss. Contractor hereby waives its own right of
recovery against City, and shall require similar written express waivers and insurance clauses
from each of its subcontractors.
g. Enforcement of contract provisions (non-estoppel). Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Contractor of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
h. 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. If the Contractor maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Contractor. Any available insurance proceeds in excess of the specifi ed minimum limits
of insurance and coverage shall be available to the City.
i. Notice of cancellation. Contractor agrees to oblige its insurance
agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation
(except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage
for each required coverage.
j. Additional insured status. General liability policies shall provide
or be endorsed to provide that City and its officers, officials, employees, and agents, and
volunteers shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
k. Prohibition of undisclosed coverage limitations. None of the
coverages required herein will be in compliance with these requirements if they include any
limiting endorsement of any kind that has not been first submitted to City and approved of in
writing.
l. Separation of insureds. A severability of interests provision must
apply for all additional insureds ensuring that Contractor's insurance shall apply separately to
each insured against whom claim is made or suit is brought, except with respect to the insurer's
limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
m. Pass through clause. Contractor agrees to ensure that its
subconsultants, subcontractors, and any other party involved with the project who is brought
onto or involved in the project by Contractor, provide the same minimum insurance coverage
and endorsements required of Contractor. Contractor agrees to monitor and review all such
coverage and assumes all responsibility for ensuring that such coverage is provided in
conformity with the requirements of this section. Contractor agrees that upon request, all
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agreements with consultants, subcontractors, and others engaged in the project will be submitted
to City for review.
n. Agency's right to revise specifications. The City reserves the
right at any time during the term of the contract to change the amounts and types of insurance
required by giving the Contractor ninety (90) days advance written notice of such change. If such
change results in substantial additional cost to the Contractor, the City and Contractor may
renegotiate Contractor's compensation.
o. Self-insured retentions. Any self-insured retentions must be
declared to and approved by City. City reserves the right to require that self -insured retentions be
eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply
with these specifications unless approved by City.
p. Timely notice of claims. Contractor shall give City prompt and
timely notice of 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 liability policies.
q. Additional insurance. Contractor shall 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 work.
5.3 Indemnification. To the full extent provided by law, Contractor agrees to
indemnify, defend and hold harmless the City, its officers, employees and agents against, any
and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations,
errors, omissions or liabilities, including paying any legal costs, attorneys fees, or paying any
judgment (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or
entity arising out of or in connection with the negligent performance of the work or services of
Contractor, its officers, agents, employees, agents, subcontractors, or invitees, provided for
herein (“indemnitors”), or arising from Contractor’s indemnitors’ negligent performance of or
failure to perform any term, provision, covenant, or condition of this Agreement, except claims
or liabilities to the extent caused by the negligence or willful misconduct of the City indemnitees.
6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records. Contractor shall keep, and require subcontractors to keep, such
ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other
documents relating to the disbursements charged to City and services performed hereunder (the
“books and records”), as shall be necessary to perform the services required by this Agreement
and enable the Contract Officer to evaluate the performance of such services and shall keep such
records for a period of three years following completion of the services hereunder. The Contract
Officer shall have full and free access to such books and records at all times during normal
business hours of City, including the right to inspect, copy, audit and make records and
transcripts from such records.
6.2 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement or as
the Contract Officer shall require.
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6.3 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Contractor. Contractor shall not release or disclose any such
information or work product to persons or entities other than the City without prior written
authorization from the Contract Officer.
(b) Contractor shall not, without prior written authorization from the Contract
Officer or unless requested by the City Attorney, voluntarily provide documents, declarations,
letters of support, testimony at depositions, response to interrogatories or other information
concerning the work performed under this Agreement. Response to a subpoena or court order
shall not be considered “voluntary” provided Contractor gives the City notice of such court order
or subpoena.
(c) If Contractor provides any information or work product in violation of this
Agreement, then the City shall have the right to reimbursement and indemnity from Contractor
for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of
Contractor’s conduct.
(d) Contractor shall promptly notify the City should Contractor 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 work performed there under. The City retains the right, but has
no obligation, to represent Contractor or be present at any deposition, hearing or similar
proceeding. Contractor agrees to cooperate fully with the City and to provide the City with the
opportunity to review any response to discovery requests provided by Contractor.
6.4 Ownership of Documents. All studies, surveys, data, notes, computer
files, reports, records, drawings, specifications, maps, designs, photographs, documents and other
materials (the “documents and materials”) prepared by Contractor in the performance of this
Agreement shall be the property of the City and shall be delivered to the City upon request of the
Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim
for further employment or additional compensation as a result of the exercise by the City of its
full rights of ownership use, reuse, or assignment of the documents and materials hereunder.
Moreover, Contractor with respect to any documents and materials that may qualify as “works
made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed
“works made for hire” for the City.
7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law. This Agreement shall be interpreted, construed and
governed both as to validity and to performance of the parties in accordance with the laws of the
State of California. Legal actions concerning any dispute, claim or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles,
State of California.
7.2 Disputes; Default. In the event that Contractor is in default under the
terms of this Agreement, the City shall not have any obligation or duty to continue compensating
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Contractor for any work performed after the date of default. Instead, the City may give notice to
Contractor of the default and the reasons for the default. The notice shall include the timeframe
in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but
may be extended, if circumstances warrant. During the period of time that Contractor is in
default, the City shall hold all invoices and shall, when the default is cured, proceed with
payment on the invoices. If Contractor does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article.
7.3 Legal Action. In addition to any other rights or remedies, either party
may take legal action, in law or in equity, to cure, correct or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this
Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.4 Termination Prior to Expiration of Term. This Section shall govern any
termination of this Contract except as specifically provided in the following Section for
termination for cause. The City reserves the right to terminate this Contract at any time, with or
without cause, upon thirty (30) days’ written notice to Contractor, except that where termination
is due to the fault of the Contractor, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Contractor reserves the right to terminate
this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City,
except that where termination is due to the fault of the City, the period of notice may be such
shorter time as the Contractor may determine. Upon receipt of any notice of termination,
Contractor shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where the Contractor has initiated termination, the
Contractor shall be entitled to compensation for all services rendered prior to the effective date
of the notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract
Officer. In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder, but
not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit
“C”. In the event of termination without cause pursuant to this Section, the terminating party
need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.5 Termination for Default of Contractor. If termination is due to the failure
of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with
the provisions of Section 7.2, take over the work and prosecute the same to completion by
contract or otherwise, and the Contractor shall be liable to the extent that the total cost for
completion of the services required hereunder exceeds the compensation herein stipulated
(provided that the City shall use reasonable efforts to mitigate such damages), and City may
withhold any payments to the Contractor for the purpose of set-off or partial payment of the
amounts owed the City as previously stated.
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7.6 Liquidated Damages. Since the determination of actual damages for any
delay in performance of this Agreement would be extremely difficult or impractical to determine
in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and
shall pay to the City the sum of $0 (Zero Dollars) as liquidated damages for each working day of
delay in the performance of any service required hereunder, as specified in the Schedule of
Performance (Exhibit "D"). The City may withhold from any monies payable on account of
services performed by the Contractor any accrued liquidated damages. Pursuant to Government
Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion
of the project when such delay was caused by the failure of the public agency or owner of the
utility to provide for removal or relocation of utility facilities.
8. MISCELLANEOUS
8.1 Covenant Against Discrimination. Contractor covenants that, by and for
itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall
be no discrimination against or segregation of, any person or group of persons on account of
race, color creed, religion, sex, marital status, national origin, or ancestry in the performance of
this Agreement. Contractor shall take affirmative action to ensure that applicants are employed
and that employees are treated during employment without regard to their race, color creed,
religion, sex, marital status, national origin, or ancestry.
8.2 Non-liability of City Officers and Employees. No officer or employee of
the City shall be personally liable to the Contractor, or any successor in interest, in the event of
any default or breach by the City or for any amount, which may become due to the Contractor or
to its successor, or for breach of any obligation of the terms of this Agreement.
8.3 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other shall be
in writing and either served personally or sent by prepaid, first-class mail, in the case of the City,
to the Chief Administrative Officer and to the attention of the Contract Officer, at City of Bell
City Hall, 6330 Pine Avenue, Bell, California 90201 and in the case of the Contractor, to the
person at the address designated on the execution page of this Agreement.
8.4 Integration; Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements and understandings, if
any, between the parties, and none shall be used to interpret this Agreement. This Agreement
may be amended at any time by the mutual consent of the parties by an instrument in writing.
8.5 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the
parties hereunder unless the invalid provision is so material that its invalidity deprives either
party of the basic benefit of their bargain or renders this Agreement meaningless.
8.6 Waiver. No delay or omission in the exercise of any right or remedy by
non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party’s consent to or approval of any act by the other party requiring the party’s
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consent or approval shall not be deemed to waive or render unnecessary the other party’s consent
to or approval of any subsequent act. Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or any other provision
of this Agreement.
8.7 Attorneys’ Fees. If either party to this Agreement is required to initiate
or defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which any be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees,
whether or not the matter proceeds to judgment.
8.8 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound.
[Signatures on the following page.]
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
12
01203.0006/987547.3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
John Cruikshank, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Elena Q. Gerli, City Attorney CONTRACTOR:
GREAT WESTERN INSTALLATIONS
By:
Name:
Title:
By:
Name:
Title:
Address: 975 S. State Hwy 89
Logan , UT 84321
Two corporate officer signatures required when Contractor is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
Tyler Kyriopoulos
Principal
Partner
Lewis Painter
01203.0006/987547.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the p erson(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the for egoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
01203.0006/987547.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, perso nally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
01203.0006/987547.3 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Contractor shall perform all of the work stated in the Contractor’s Proposal, attached
hereto as Exhibit A-1, and incorporated by reference, and comply with all of the
specifications and requirements of the City for the project entitled Ryan Park PIP Re-Top
and EWF Refill, including any documents or exhibits referenced therein. In the event of a
conflict or inconsistency with Contractor’s proposal, the terms of this Agreement prevail.
II. Brief description of the work to be performed:
A. Repair and re-top 1,322 total square feet of pour in place playground surfacing
B. Supply and install 80 cubic yards of playground wood fiber surfacing
III. In addition to the requirements of Section 6.2, during performance of the work,
Contractor will keep the City apprised of the status of performance by delivering the
following status reports: NOT APPLICABLE
IV. All work is subject to review and acceptance by the City, and must be revised by the
Contractor without additional charge to the City until found satisfactory and accepted by
City.
V. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic
in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition.
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
01203.0006/987547.3
EXHIBIT A-1
CONTRACTOR’S PROPOSAL
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
Proposal for
City of Rancho Palos Verdes
Prepared by
05-30-2024
Job # 112505-01
Ryan Park PIP Re-top and EWF Refill Option 2
858-344-0445 | www.gwpark.com
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
City of Rancho Palos Verdes
Attn: Andrew Berg
30940 Hawthorne Blvd
Rancho Palos Verdes, CA 90275
Phone: 310-544-5268
aberg@rpvca.gov
Ship to Zip 90275
Quantity Part #Description Unit Price Amount
1322 PIP GT-Impax - Install 1322 sq ft of PIP -
Scope
PIP Repairs & Re-Top
1,322 total sf
2 Parks to be done at the same time
Eastview Park - Repairs
82 total SF
1.5" Depth
3x1 patch (3 SF)
2x1 patch (2 SF)
5x6 patch (30 SF)
2’ circle (3 SF)
8x2 patch (16 SF)
16x1 concrete to PIP transition (16 SF)
3x1 patch ( 3 SF)
2’ circle (3 SF)
2’ circle (3 SF)
2’ circle (3 SF)
200 LF of Temp Fencing
Includes a color mix of 1/3 Black, 1/3 Green and 1/3 Beige
Ryan Park - Re-Top
1,240 total sf
2" Depth
Pad 1
750 SF
35 LF of Turndown
200 LF of Temp Fencing
Pad 2
490 SF
65 LF of Turndown
150 LF of Temp Fencing
Includes a color mix of 50% Black and 50% Standard Color
No Design
No TTA
Aromatic Binder
Prevailing Wages
$20.00 $26,440.00
1 Security Option GT-Impax - Security Option $1,100.00 $1,100.00
GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
05/30/2024
Quote #
112505-01-02
Ryan Park PIP Re-top and EWF Refill Option 2
Page 1 of 4
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
Quantity Part #Description Unit Price Amount
80 INSTALL Turboscape - Supply, Deliver, and Install 80 Cubic Yards of Playground Chips-
Supply, Deliver and Install
Pad #1 (5-12) 1,279sf @ 6” depth (25cy)
Pad #2 – (2-5) 860sf @ 3” depth (10cy)
Toddler swing 2,215sf @ 3” depth (20cy)
Single swing 1,116sf @ 2” depth (10cy)
Double swing 1,668sf @ 3” depth (15cy)
Hose up to (250')
Prevailing Wages
$70.00 $5,600.00
Sub Total $33,140.00
Total $33,140.00
Comments
Your Sales Rep is Nate Younker. Please reach out to Nate at 858-344-0445 if you should have any questions regarding this quote.
Due to the volatility of freight costs, the freight pricing is subject to change at the time of order.
Pricing is subject to change. Request updated pricing when purchasing from quotes more than 30 days old.
Shipping to Site Address:
30359 Hawthorne Blvd
Rancho Palos Verdes, CA 90275
*Freight charges are based on listed zip code and are subject to change if shipping information changes.
*Deposit may be required.
Permitting not included, unless otherwise noted.
Prevailing wage
GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
05/30/2024
Quote #
112505-01-02
Ryan Park PIP Re-top and EWF Refill Option 2
Page 2 of 4
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
Remit Payment to:
GameTime
P.O. Box 680121
Fort Payne, AL 35968
Taxes:
All applicable taxes will be added at time of invoicing unless otherwise included or a tax-exempt certificate is provided.
If sales tax exempt, you must provide a copy of certificate to be considered exempt.
Prices:
FOB Factory.
Orders:
All orders shall be in writing by purchase order, contract, or similar document made out to PlayCore Wisconsin Inc., dba GameTime.
Standard GameTime equipment orders over $100,000 may require a deposit of 25% at the time of order and an additional 25% at or before order ships
Standard orders with equipment, installation and surfacing are requested to be split billed.
Equipment, Taxes & Freight as noted above
Installation and Surfacing billed as completed and Due Upon Receipt.
Terms:
Cash With Order Discount (CWO): Orders for GameTime equipment paid in full at time of order via check, Electronic Funds Transfer (ACH or wire)
are eligible for a three percent (3%) cash with order discount.
Payment via credit card: If you elect to pay by credit card, GameTime charges a 2.50% processing fee that is assessed on the amount of your
payment. This fee is shown as a separate line item and included in the total amount charged to your credit card. You have the option to pay by
check, ACH or Wire without any additional fees.
Credit terms are Net 30 days, subject to approval by the GameTime Credit Manager. A completed credit application must be submitted and approved
prior to the order being received. Please allow at minimum 2 days for the credit review process. GameTime may also require:
Completed Project Information Sheet (if applicable)
Copies of Payment and Performance Bonds (if applicable)
A 1.5% per month finance charge will be imposed on all past due invoices.
Retainage not accepted.
Orders under $5,000 require payment with order.
DIR# 1000015526 CSLB#855664
INSTALLATION CONDITIONS:
ACCESS: Site should be clear, level and allow for unrestricted access of trucks and machinery.
STORAGE: Customer is responsible for providing a secure location to off-load and store the equipment during the installation process. Once
equipment has delivered to the site, the owner is responsible should theft or vandalism occur unless other arrangements are made and noted
on the quotation.
FOOTER EXCAVATION: Installation pricing is based on footer excavation through earth/soil only. Customer shall be responsible for unknown
conditions such as buried utilities (public & private), tree stumps, rock, or any concealed materials or conditions that may result in additional
labor or materials cost.
UTILITIES: Owner is responsible for locating any private utilities.
ADDITIONAL COSTS: Pricing is based on a single mobilization for installation unless otherwise noted. Price includes ONLY what is stated in
this quotation. If additional site work or specialized equipment is required, pricing is subject to change.
GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
05/30/2024
Quote #
112505-01-02
Ryan Park PIP Re-top and EWF Refill Option 2
Page 3 of 4
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
ACCEPTANCE OF QUOTATION:
Acceptance of this proposal indicates your agreement to the terms and conditions stated herein.
Purchase Amount: $33,140.00 Date: _______________________________
________________________________________________________________
Signature
Please fill out this ORDER FORM, this is required to process the
order.
GameTime C/O Great Western Recreation
P.O. Box 680121
Fort Payne, AL 35967
Office: 435-245-5055 Fax: 435-245-5057
www.gwpark.com
05/30/2024
Quote #
112505-01-02
Ryan Park PIP Re-top and EWF Refill Option 2
Page 4 of 4
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
01203.0006/987547.3 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.
[intentionally left blank]
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
C-1
01203.0006/987547.3
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Contractor shall perform all work in accordance with Contractor’s proposal, attached as
Exhibit A-1. Payment shall be made in one lump sum once the work is completed and
accepted by the City.
II. A retention of five percent (5%) shall be held from each payment as a contract retention
to be paid as part of the final payment upon satisfactory completion of services. NOT
APPLICABLE.
III. Within the budgeted amounts for each item on the Proposal, and with the approval of the
Contract Officer, funds may be shifted from one item’s subbudget to another so long as
the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved
per Section 2.3.
IV. The City will compensate Contractor for the Services performed upon submission of a
valid invoice. Each invoice is to include: NOT APPLICABLE.
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services.
V. The total compensation for the Services shall not exceed the Contract Sum provided in
Section 2.1 of this Agreement.
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
D-1
01203.0006/987547.3
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all services timely in accordance with the following schedule.
Prior to the Notice to Proceed, the Contractor shall submit a project schedule to the City’s
Contract Officer for approval.
Days to Perform Deadline Date
A. Repair and re-top pour-in-place
surfacing
3 June 26, 2024
B. Supply, deliver, and install wood
fiber surfacing
2 June 28, 2024
II. Contractor shall deliver the following tangible work products to the City by the following
dates.
A. Daily Reports will be delivered to the City, and must be accepted prior to any
progress payment up until the date the work is being invoiced for. NOT
APPLICABLE.
B. Certified payroll will be delivered to the City, upon completion of the project.
Certified payroll must be delivered and accepted prior to any progress payment up
until the date for which work is being invoiced. NOT APPLICABLE.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
DocuSign Envelope ID: 082AD735-259F-481C-86A7-074D58309220
Certificate Of Completion
Envelope Id: 082AD735259F481C86A7074D58309220 Status: Completed
Subject: Complete with Docusign: Proposal 112505-01 Ryan Park PIP Re-top and EWF Refill Option 2.pdf, RP...
Source Envelope:
Document Pages: 24 Signatures: 5 Envelope Originator:
Certificate Pages: 5 Initials: 0 Andrew Berg
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
aberg@rpvca.gov
IP Address: 72.34.97.146
Record Tracking
Status: Original
6/19/2024 12:13:00 PM
Holder: Andrew Berg
aberg@rpvca.gov
Location: DocuSign
Signer Events Signature Timestamp
Tyler Kyriopoulos
tyler@gwpark.com
Principal
Great Western Installations, Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 73.140.195.66
Sent: 6/19/2024 12:21:05 PM
Viewed: 6/19/2024 12:29:22 PM
Signed: 6/19/2024 12:29:28 PM
Electronic Record and Signature Disclosure:
Accepted: 6/19/2024 12:29:22 PM
ID: 9e321200-7a38-4392-81e0-89fede8b9907
Lewis Painter
lewis@gwpark.com
Partner
Security Level: Email, Account Authentication
(None)Signature Adoption: Uploaded Signature Image
Using IP Address: 162.223.39.82
Sent: 6/19/2024 12:29:30 PM
Viewed: 6/19/2024 12:29:58 PM
Signed: 6/19/2024 12:30:53 PM
Electronic Record and Signature Disclosure:
Accepted: 6/19/2024 12:29:58 PM
ID: 61e17c73-195d-48e2-a285-5ef70dec5ef0
Elena Q. Gerli
egerli@awattorneys.com
City Attorney
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 50.112.162.3
Sent: 6/19/2024 12:30:56 PM
Viewed: 6/19/2024 1:00:33 PM
Signed: 6/19/2024 1:00:48 PM
Electronic Record and Signature Disclosure:
Accepted: 6/19/2024 1:00:33 PM
ID: 735a8932-39d1-4eaa-abeb-6603cb4b5dd1
Mayor John Cruikshank
John.Cruikshank@rpvca.gov
Mayor
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 172.119.57.203
Sent: 6/19/2024 1:00:51 PM
Viewed: 6/19/2024 3:10:13 PM
Signed: 6/19/2024 3:10:23 PM
Electronic Record and Signature Disclosure:
Accepted: 6/19/2024 3:10:13 PM
ID: a6356588-f01c-4307-b850-7f82efa199dc
Signer Events Signature Timestamp
Teresa Takaoka
terit@rpvca.gov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 72.34.97.146
Sent: 6/19/2024 3:10:25 PM
Viewed: 6/19/2024 3:20:56 PM
Signed: 6/19/2024 3:21:09 PM
Electronic Record and Signature Disclosure:
Accepted: 6/19/2024 3:20:56 PM
ID: c6525f64-c912-41ba-8367-4f979e6dcdc3
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
City Clerk
cityclerk@rpvca.gov
Security Level: Email, Account Authentication
(None)
Sent: 6/19/2024 3:21:11 PM
Viewed: 6/19/2024 4:43:05 PM
Electronic Record and Signature Disclosure:
Accepted: 2/1/2023 3:10:58 PM
ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d
Andrew Berg
aberg@rpvca.gov
Recreation Supervisor II
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
(None)
Sent: 6/19/2024 3:21:12 PM
Resent: 6/19/2024 3:21:16 PM
Viewed: 6/19/2024 4:21:14 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Nate Younker
nate@gwpark.com
Security Level: Email, Account Authentication
(None)
Sent: 6/19/2024 3:21:12 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/19/2024 12:21:05 PM
Certified Delivered Security Checked 6/19/2024 3:20:56 PM
Signing Complete Security Checked 6/19/2024 3:21:09 PM
Completed Security Checked 6/19/2024 3:21:12 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
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provide to you certain written notices or disclosures. Described below are the terms and
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Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM
Parties agreed to: Tyler Kyriopoulos, Lewis Painter, Elena Q. Gerli, Mayor John Cruikshank, Teresa Takaoka, City Clerk
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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