Chapman Coast Roof Co Inc - FY2025-035Project Name/No.: Hesse Park Roof Replacement Contract No.: ______________
Project Manager: David Copp Approved: ______________
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PUBLIC WORKS AGREEMENT
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
CHAPMAN COAST ROOF CO., INC.
THIS PUBLIC WORKS AGREEMENT (“Agreement”) is made and entered into
________________ by and between the City of Rancho Palos Verdes, a California charter city
(“City”) and Chapman Coast Roof Co., Inc., a California corporation (“Contractor”). City and
Contractor may sometimes be referred to herein as a “Party” or collectively as the “Parties.”
RECITALS
A. City has sought, by issuance of an Invitation for Bids, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Contractor, following submission of a bid for the performance of the services
defined and described particularly in Article 1 of this Agreement, was selected by the City to
perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to
enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Contractor for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE 1. CONTRACTOR SERVICES
1.1 Scope of Work.
The Contractor shall perform all of the work, furnish all labor, materials, equipment, tools,
utility services, and transportation, and comply with all of the specifications and requirements set
forth in the Bid Documents for the project entitled Hesse Park Roof Replacement (“Project”),
in accordance with the terms and conditions of Special Provisions (the “Scope of Work”), which
may be referred to herein as the “services” or “work” hereunder. All such work shall be performed
in a good and workmanlike manner, as reasonably determined by the City, and shall be performed
in strict compliance with the Bid Documents and all local, state, and federal laws and regulations.
As used herein, “Bid Documents” refers to all of the documents included in the solicitation of
bids for the Project and Contractor’s bid proposal(s), including but not limited to, the Notice
Inviting Bids, Summary of Work, Instructions to Bidders, Bid or Bid Proposal, General Provisions,
Special Provisions, Plans, Drawings, and Addenda, and any other documents included, referenced,
or incorporated therein. The Bid Documents are incorporated into this Agreement. In the event of
02/04/2025
February 4, 2025
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any conflict or inconsistency between the terms of the Bid Documents and this Agreement, the
terms of this Agreement shall govern.
1.2 Incorporation of Greenbook.
The provisions 2021 Edition of the Standard Specifications for Public Works Construction
(“Greenbook” including any updates, amendments, or addenda thereto ) are incorporated herein,
except as explicitly modified by the Bid Documents. In the event of any conflict or inconsistency
between the provisions of the Greenbook and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Labor and Wage Laws.
(a) Public Work. The Parties acknowledge that the work to be performed under
this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement
is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section
1720) of the California Labor Code relating to public works contracts and the rules and regulations
established by the Department of Industrial Relations (“DIR”) implementing such statutes. The
work performed under this Agreement is subject to compliance monitoring and enforcement by
the DIR. Contractor shall post job site notices, as prescribed by state law and DIR regulations.
(b) Registration with DIR. Pursuant to Labor Code Section 1771.1, Contractor
and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and
during the performance of any work under this Agreement. Contractor shall notify the City in
writing immediately, and in no case more than 24 hours, after receiving any information that
Contractor’s or any of its Subcontractors’ DIR registration status has been suspended, revoked,
expired, or otherwise changed.
(c) Prevailing Wages. Contractor shall pay prevailing wages as required by
Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of
per diem wages are on file at City Hall and will be made available to any interested party on
request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy
of the DIR determination of the prevailing rate of per diem wages, and Contractor shall post a copy
of the same at each job site where work is performed under this Agreement. If this Agreement is
subject to the payment of federal prevailing wages under the Davis-Bacon Act (40 U.S.C. § 3141
et seq.), then Contractor shall pay the higher of either the state for federal prevailing wage
applicable to each laborer.
(d) Penalty for Failure to Pay Prevailing Wages. 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. The
Contractor shall, as a penalty to the City, forfeit $200 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 craft in
which the worker is employed for any public work done pursuant to this Agreement by Contractor
or by any subcontractor.
(e) Payroll Records. Contractor shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep
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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 the City of the location of the records.
(f) Apprentices. 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 the City a verified statement of the journeyman and apprentice hours performed under
this Agreement.
(g) Eight-Hour Work Day. Contractor acknowledges that 8 hours labor
constitutes a legal day’s work. Contractor shall comply with and be bound by Labor Code Sections
1810 and 1811. As required under Labor Code Section 1812, Contractor and each of its
subcontractors shall keep an accurate record showing the name of and actual hours worked each
calendar day and each calendar week by each worker employed by them in connection with the
work performed under the terms of this Agreement. Failure to comply with these sections of the
Labor Code will subject the Contractor to penalty and forfeiture provisions of the Labor Code
Section 1813.
(h) Penalties for Excess Hours. Contractor shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Contractor shall, as a penalty to the City, forfeit $25 for each worker employed in the
performance of this Agreement by the Contractor or by any subcontractor for each calendar day
during which such worker is required or permitted to work more than eight 8 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 8 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 8
hours per day at not less than 1.5 times the basic rate of pay.
(i) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code Section
1861, Contractor 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.”
(j) Contractor’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Contractor shall be responsible for such
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subcontractor’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract with
any subcontractor for work under this Agreement. Contractor shall be required to take all actions
necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including
without limitation, conducting a review of the certified payroll records of the subcontractor on a
periodic basis or 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 such failure by any subcontractor.
1.4 Licenses, Permits, Fees and Assessments.
Contractor shall obtain at its sole cost and expense such licenses, permits, registrations,
and approvals as may be required by law for the performance of the services required by this
Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes,
plus applicable penalties and interest, which may be imposed by law and arise from or are
necessary for the Contractor’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly
investigated and considered the Scope of Work to be performed, (ii) has carefully considered how
the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. Contractor warrants that
Contractor has or will investigate the Project site and is or will be fully acquainted with the
conditions there existing, prior to commencement of services hereunder.
1.6 Discovery of Unknown Conditions.
(a) Pursuant to Public Contract Code Section 7104, Contractor shall promptly,
and before the following conditions are disturbed, notify the City, in writing, of any: (i) material
Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety
Code required to be removed to a Class I, II, or III disposal site in accordance with existing law;
(ii) subsurface, unknown, or latent physical conditions at the Project site, materially different from
those indicated by information about the Project site made available to bidders prior to the deadline
for submitting bids on the Project; or (iii) unknown physical conditions at the Project site of any
unusual nature, different from those ordinarily encountered and generally recognized as inherent
in work of the character provided for in this Agreement, and will materially affect the performance
of Contractor’s services hereunder.
(b) City shall promptly investigate the conditions, and if it finds that the
conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in
Contractor’s cost of, or the time required for, the performance of any part of the work, the City
shall issue a Change Order in accordance with Section 1.11 of this Agreement.
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(c) In the event that a dispute arises between City and Contractor whether the
conditions materially differ, or involve hazardous waste, or cause a decrease or increase in
Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall
not be excused from any scheduled completion date set, but shall proceed with all work to be
performed under this Agreement. Contractor shall retain any and all rights provided either by
contract or by law, which pertain to the resolution of disputes and protests between the Parties.
1.7 Protection and Care of Work and Materials.
The Contractor shall adopt reasonable methods, including providing and maintaining
storage facilities, during the life of this 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 caused by City’s own
negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not,
without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials
which have been installed or delivered and which may be necessary for the completion of the work.
1.8 Warranty.
Contractor warrants all work under this Agreement (which for purposes of this Section
1.10 shall be deemed to include unauthorized work which has not been removed or corrected and
any non-conforming construction or materials incorporated into the work) 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 this Agreement, or the Bid Documents,
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 by the
City for the Project, Contractor shall within 10 days after being notified in writing by the City of
any defect in the work or non-conformance of the work to the requirements under this Agreement,
commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty
at its sole cost and expense. Notwithstanding the foregoing, Contractor shall act as soon as
requested by the City in response to any emergency condition or situation. In addition, Contractor
shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of
its sub-contractors) damaged by its defective work or which becomes damaged in the course of
repairing or replacing defective work. For any work so corrected, Contractor’s obligation
hereunder to correct defective work shall be reinstated for an additional one year period,
commencing with the date of acceptance of such corrected work. Contractor shall perform such
tests as the City may require to verify that any corrective actions, including, without limitation,
redesign, repairs, and replacements comply with the requirements of this Agreement. All costs
associated with such corrective actions and testing, including the removal, replacement, and
reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility
of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers
with respect to any portion of the work, whether express or implied, are deemed to be obtained by
Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees
have been transferred or assigned to the City by separate agreement and Contractor agrees to
enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that
Contractor fails to perform its obligations under this Section, or under any other warranty or
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guaranty under this Agreement or the Bid Documents, to the reasonable satisfaction of the City,
the City shall have the right to correct and replace any defective or non-conforming work at
Contractor’s sole expense. Contractor shall be obligated to fully reimburse the City for any
expenses incurred hereunder upon demand.
1.9 Inspection by City.
In connection with the performance of this Agreement, the City shall have the authority to
enter the worksite at any time for the purpose of identifying the existence of conditions, either
actual or threatened, that may present a danger or hazard to any and all employees. The Contractor
agrees that the City, in its sole authority and discretion, may order the immediate abatement of any
and all conditions that may present an actual or threatened danger or hazard to any and all
employees at the worksite.
The Contractor acknowledges the provisions of Section 6400 of the Labor Code, which
requires that employers shall furnish employment and a place of employment that is safe and
healthful for all employees working therein. In the event the City identifies the existence of any
condition that presents an actual or threatened danger or hazard to any or all employees at the
worksite the City is hereby authorized to order the immediate abatement of that actual or threatened
condition pursuant to this section.
The City may also, at its sole authority and discretion, issue an immediate stop work order
to the Contractor to ensure that no employee working at the worksite is exposed to a dangerous or
hazardous condition. Any stop work order issued by the City to the Contractor in accordance with
the provisions of this section shall not give rise to any claim or cause of action for delay damages
by the Contractor or the Contractor’s agents or subcontractors against the City.
1.10 Additional Work and Change Orders.
(a) 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
Work or make changes to the work by altering, adding to or deducting from said work. No such
extra work may be undertaken unless a written change order is first given by the Project Manager
to the Contractor, incorporating therein any adjustment in (i) the Contract Sum (as defined below),
and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written
approval of the Contractor (“Change Order(s)”). All Change Orders must be signed by the
Contractor and Project Manager (or his or her designee) prior to commencing the extra work
thereunder.
(b) Any increase in compensation of up to 10% of the Contract Sum or $25,000,
whichever is less; or any increase in the time to perform of up to 35 (thirty five) days may be
approved by the Project Manager, provided that such increase does not materially affect the work
in a detrimental manner or materially and detrimentally affect the interest of the City. Any greater
increases, taken either separately or cumulatively, must be approved by the City Council.
(c) Any adjustment in the Contract Sum for a Change Order must be in
accordance with the rates set forth in the Contractor’s Bid. If the rates in the Contractor’s Bid do
not cover the type of work in the Change Order, the cost of such work shall not exceed an amount
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agreed upon in writing and signed by Contractor and the Project Manager. If the cost of the Change
Order cannot be agreed upon, the City will pay for actual work of the Change Order that is
completed to the satisfaction of the City, as follows:
(i) Labor: The cost of labor shall be the actual cost for the wages of
workers and subcontractors performing the work for the Change Order at the time such work is
performed. The use of labor classifications that would increase the cost of such work shall not be
permitted.
(ii) Materials and Equipment: The cost of materials and equipment shall
be at cost to Contractor or the lowest current price for which such materials and equipment are
reasonably available at the time the work is performed, whichever is lower.
(iii) Daily Reporting: Contractor must provide a daily report that
includes all invoices for labor, materials and equipment costs for the work under the Change Order.
The daily report must include the following: list of names of workers, classifications, and hours
worked; description and list of quantities of materials used; type of equipment, size, identification
number, and hours of operation, including loading and transportation, if applicable; description of
other City authorized services and expenditures in such detail as the City may require. Failure to
submit a daily report by the close of the next working day may, at the City’s sole and absolute
discretion, waive the Contractor’s rights to payment for the work performed for that day.
(d) It is expressly understood by Contractor that the provisions of this section
shall not apply to services specifically set forth in the Scope of Work. Contractor hereby
acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work
may be more costly or time consuming than Contractor anticipates and that Contractor shall not
be entitled to additional compensation therefor. City may in its sole and absolute discretion have
similar work done by other contractors.
(e) No claim for an increase in the Contract Sum or time for performance shall
be valid unless the procedures established in this section are followed.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the
amounts set forth in Contractor’s Bid. Subject to any additions or deductions that may be made by
Change Order (as defined below) or amendment, and any penalties or damages that may be
assessed against Contractor, Contractor shall receive total compensation, including reimbursement
of Contractor’s expenses, of $421,940 (Four Hundred Twenty-One Thousand, Nine Hundred
Forty Dollars) (“Contract Sum”) for completion of the work. The Contract Sum shall constitute
full compensation for furnishing all materials and for doing all the work contemplated and
embraced in this Agreement; and also for all loss or damage arising out of the nature of the work,
or from the action of the elements, or from any unforeseen difficulties or obstructions which may
arise or be encountered in the prosecution of the work until its acceptance by the City, and for all
risks of every description connected with the work; also for all expenses incurred by or in
consequence of the suspension or discontinuance of work and for well and faithfully completing
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the work, and the whole thereof, in the manner and according to the plans and specifications, and
the requirements of the Bid Documents and this Agreement.
Compensation shall be made in the form of progress payments and a final payment as
provided in this Section 2 and the Bid Documents.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Project Manager in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified the Contractor’s Bid. The Contract Sum shall include the attendance of
Contractor at all project meetings reasonably deemed necessary by the City. Coordination of the
performance of the work with City is a critical component of the services. If Contractor is required
to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any
additional compensation for attending said meetings.
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.
By submitting an invoice for payment under this Agreement, Contractor is certifying compliance
with all provisions of this Agreement.
All invoices shall include a copy of Contractor’s Certified Payroll and proof that Certified
Payroll has been submitted to the DIR. Contractor shall also submit a list of the prevailing wage
rates (including federal prevailing wage rates, if applicable) for all employees and subcontractors
providing services under this Agreement, as applicable, with Contractor’s first invoice. If these
rates change at any time during the term of this Agreement, Contractor shall submit a new list of
rates to the City with its first invoice following the effective date of the rate change.
2.3 Payment.
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 cause Contractor to be paid within 45 days of receipt of
Contractor’s correct and undisputed invoice; however, Contractor acknowledges and agrees that
due to City’s warrant run procedures, the City cannot guarantee that payment will occur within
this time period. In the event that City does not cause Contractor to be paid within 45 (days of
receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the
payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Contractor, not later than 7 days after receipt by the City, for correction and resubmission.
Returned invoices shall be accompanied by a document setting forth in writing the reasons why
the payment request was rejected. Review and payment by the City of any invoice provided by the
Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable
law (with respect to any defects in the work performed by Contractor, or otherwise).
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2.4 Retention.
City will deduct a 5% retention from all progress payments. In accordance with Public
Contract Code Section 22300, which is hereby incorporated into this Agreement, City shall permit
the substitution of securities for any moneys withheld by City to ensure performance under this
Agreement. The retention held by the City shall be released within 60 days after the date of
completion of the work and the Project, as required by Government Code Section 7107. In the
event of a dispute between City and Contractor, City may withhold from the final payment an
amount not to exceed 150% of the disputed amount.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time is of the essence.
If the work is not completed within the Schedule of Performance, liquidated damages shall
apply as set forth below.
3.2 Schedule of Performance.
Contractor shall begin work within 5 (five) days after receiving a Notice to Proceed from
the City and the work shall be completed within the Contractor’s schedule, prepared in
accordance with the Special Provisions, Section A-21, or otherwise in accordance with any
revisions thereof approved by the City in writing via change order.
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 any 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
10 days of the commencement of such delay notify the Project Manager in writing of the causes
of the delay. The Project Manager 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 Project Manager such delay is justified. The Project Manager’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 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 $1,000 as
liquidated damages for each working day of delay in the performance of any service required
hereunder. The City may withhold any accrued liquidated damages from any monies payable on
account of services performed by the Contractor. To the extent required by Government Code
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Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the
work when such delay was caused by the failure of the City or owner of the utility to provide for
removal or relocation of utility facilities.
3.5 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. If City finds that Contractor’s work does not meet the
requirements and standards provided in the Bid Document, Contractor shall remedy any defects in
the work at Contractor’s sole expense following notice by the 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 to 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, Articles 1 and 5, pertaining
to warranty and indemnification and insurance, respectively.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Contractor.
The following principals of Contractor (“Principals”) are hereby designated as being the
principals and representatives of Contractor authorized to act on its behalf with respect to the work
specified herein and make all decisions in connection therewith:
________________________ ________________________
Julio Trejo Gonzalez President
________________________ ________________________
David Lee Chapman Chairman
________________________ ________________________
Linda Dominguez Treasurer / Secretary
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing Principals were a substantial inducement for City to enter into this Agreement.
Therefore, the Principals 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.
All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive
direction and control of the Principals. For purposes of this Agreement, the Principals may not be
replaced nor may their responsibilities be substantially reduced by Contractor without the express
written approval of City. Additionally, Contractor shall make every reasonable effort to maintain
the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform
the services required under this Agreement. Contractor shall notify City of any changes in
Contractor’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement, prior to and during any such performance.
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4.2 Status of Contractor.
Contractor shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Contractor shall not at any time or in any manner represent that Contractor or any
of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or
agents of City. Neither Contractor, nor any of Contractor’s officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to
City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.
4.3 Project Manager.
The “Project Manager” for the City shall be David Copp, Deputy Director of Public
Works, or any other person as may be designated by the Director of Public Works. It shall be the
Contractor’s responsibility to assure that the Project Manager is kept informed of the progress of
the performance of the services and the Contractor shall refer any decisions which must be made
by City to the Project Manager. Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the Project Manager. The Project Manager shall have
authority, if specified in writing by the City Manager or his/her designee, to sign all documents on
behalf of the City required hereunder to carry out the terms of this Agreement.
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 herein. City shall have no voice in, or authority over, the selection, discharge,
supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Contractor shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor 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. City shall not in any way or for any purpose become or be deemed to be a
partner of Contractor in its business or otherwise or a joint venturer or a member of any joint
enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Contractor shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. All subcontractors shall
obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including
from the City) as may be required by law for the performance of any services or work under this
Agreement. In addition, neither this Agreement nor any interest herein may be transferred,
assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for
the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted
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hereunder shall include the transfer to any person or group of persons acting in concert of more
than 25% of the present ownership and/or control of Contractor, taking all transfers into account
on a cumulative basis. This limitation shall not apply to assignments to any company that is a
subsidiary or parent company of Contractor. In the event of any such unapproved transfer,
including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall
release the Contractor or any surety of Contractor of any liability hereunder without the express
consent of City.
ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance Coverages.
Without limiting Contractor’s indemnification obligation to the City (as set forth below),
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. The Product and Completed Operations coverage under the policy shall extend a
minimum of three years after completion of the Project. Coverage shall be included on behalf of
the insured for covered claims arising out of the actions of independent contractors. If the insured
is using subcontractors, the policy must include work performed “by or on behalf” of the insured.
The policy shall contain no language that would invalidate or remove the insurer’s duty to defend
or indemnify for claims or suits expressly excluded from coverage. The policy shall specifically
provide for a duty to defend on the part of the insurer.
(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 Contractor 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) Workers’ compensation insurance. Contractor shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(d) Builder’s Risk Insurance. Contractor shall maintain Builder’s Risk (Course
of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal
to the completed value of the Project and no coinsurance penalty provisions or provisional limit
provisions. The policy must include: (1) coverage for any ensuing loss from faulty workmanship,
nonconforming work, omission or deficiency in design or specifications; (2) coverage against
machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the
buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties
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constituting a part of the Project; (4) ordinance or law coverage for contingent rebuilding,
demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier
or receiving contractor), with sub-limits sufficient to insure the full replacement value of any key
equipment item; (6) ocean marine cargo coverage insuring any Project materials or supplies, if
applicable; (7) coverage with sub-limits sufficient to insure the full replacement value of any
property or equipment stored either on or off the Project site or any staging area.
5.2 General Insurance Requirements.
(a) 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.
(b) 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.
(c) 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.
(d) Products/completed operations coverage. Products/completed operations
coverage shall extend a minimum of one (1) year(s) after project completion. Coverage shall be
included on behalf of the insured for covered claims arising out of the actions of independent
contractors. If the insured is using subcontractors, the Policy must include work performed “by or
on behalf” of the insured. Policy shall contain no language that would invalidate or remove the
insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy
shall specifically provide for a duty to defend on the part of the insurer. The City, its officials,
officers, agents, and employees, shall be included as additional insureds under the Products and
Completed Operations coverage.
(e) 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.
(f) 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
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paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient
to pay the premium from any payments due to the Contractor. In the alternative, City may cancel
this Agreement.
(g) 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.
(h) 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.
(i) 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 specified minimum limits of
insurance and coverage shall be available to the City.
(j) Notice of Cancellation. Contractor agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 day notice of cancellation (except for nonpayment
for which a 10 day notice is required) or nonrenewal of coverage for each required coverage.
(k) 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.
(l) 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.
(m) 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.
(n) 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
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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 agreements with consultants, subcontractors,
and others engaged in the Project will be submitted to City for review.
(o) Agency’s Right to Revise Specifications. The City reserves the right at any
time during the term of this Agreement to change the amounts and types of insurance required by
giving the Contractor 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.
(p) 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.
(q) 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.
(r) 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.
Contractor shall indemnify, defend with legal counsel approved by City, and hold harmless
City, its officers, officials, employees, agents, representatives, and volunteers (collectively,
“Indemnitees”) from and against all liability, loss, damage, expense, cost (including, without
limitation, reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of
every nature arising out of or in connection with Contractor’s (or its employees’, officers’, agents’,
or subcontractors’; collectively, “Contractor”) performance of the work hereunder or its failure to
comply with any of its obligations contained in this Agreement, including any injuries to or death
of any person (including, but not limited to, workers and the public), or damage to property
resulting from the construction of the work or by or in consequence of any negligence regarding
the work, use of improper materials or equipment in construction of the work, neglect or refusal
of Contractor to faithfully perform the work and all of Contractor’s obligations under this
Agreement, or by or on account of any act or omission by the Contractor during the progress of
the work or at any time before the completion and final acceptance of the Project by the City,
except with respect to any loss or damage which is caused by the sole or active negligence or
willful misconduct of the Indemnitees as determined by a court of competent jurisdiction. Should
conflict of interest principles preclude a single legal counsel from representing both City and
Contractor, or should City otherwise find Contractor’s legal counsel unacceptable, then Contractor
shall reimburse the City its costs of defense, including, without limitation, reasonable attorneys’
fees, expert fees and all other costs and fees of litigation. Contractor shall promptly pay any final
judgment rendered against the Indemnitees with respect to claims determined by a trier of fact to
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have been the result of the Contractor’s negligent, reckless or wrongful performance. It is expressly
understood and agreed that the foregoing provisions are intended to be as broad and inclusive as
is permitted by the law of the State of California and will survive termination of this Agreement.
Contractor’s obligations under this section apply regardless of whether or not such claim,
charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine
or penalty, or liability was caused in part or contributed to by the City or any Indemnitees. In
instances where City or its Indemnitees is shown to have been actively negligent and where City’s
active negligence accounts for only a percentage of the liability involved, the obligation of
Contractor will be for that entire portion or percentage of liability not attributable to the active
negligence of the City.
Contractor shall ensure that the performance of any work hereunder is done in compliance
with all applicable state, local and federal rules, laws and regulations related to accessibility and
reasonable accommodations and modifications for persons with disabilities, including but not
limited to the Americans with Disabilities Act as amended, 42 U.S.C. § 12101 et seq., and its
implementing regulations at 28 C.F.R. Parts 35 and 36 (ADA), and § 504 of the Rehabilitation Act
of 1973, as amended, and as applicable, 29 U.S.C. 701 and the implementing regulations at 24
C.F.R. Parts 8, the Fair Housing Act as amended, 42 U.S.C. 3601, et seq. and its implementing
regulations at 24 CFR Parts 100, the Fair Employment and Housing Act, California Government
Code § 12926, Title 24 of the California Building Code, and any requirements of the City.
Contractor hereby agrees to indemnify, defend, and hold City and all City Representatives free
and harmless against any and all Losses and Liabilities arising from its failure to perform any work
hereunder in accordance with all applicable disability access requirements and requirements under
the Americans with Disability Act and its implementing regulations.
5.4 Notification of Third-Party Claims.
City shall timely notify Contractor of the receipt of any third-party claim relating to the
work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs
incurred in providing such notification.
5.5 Performance, Labor, and Warranty Bonds.
Concurrently with execution of this Agreement, Contractor shall deliver to the City the
following bonds in the form required under the Bid Documents or otherwise by the City Clerk:
(a) A performance bond securing the faithful performance of this Agreement,
in an amount not less than 100% of the Contract Sum, as stated in Section 2.1 (“Performance
Bond”).
(b) A labor and materials bond, securing the payment of all persons furnishing
labor and/or materials in connection with the work under this Agreement, in an amount not less
than 100% of the Contract Sum, as stated in Section 2.1 (“Payment Bond”).
(c) Bonds for all work involving an expenditure in excess of $25,000 shall not
be waived, in accordance with Section 9550 and 9552 of the Civil Code.
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The bonds shall each contain the original notarized signature of an authorized officer of
the surety and affixed thereto shall be a certified and current copy of his/her power of attorney.
The bonds shall be unconditional and remain in force during the entire term of this Agreement.
City shall release the Performance Bond and Payment Bond when the following have
occurred: (a) Contractor has made a written request for release and provided evidence of
satisfaction of all other requirements under Article 5 of this Agreement, (b) the work for the Project
has be finally accepted by the City, and (c) after passage of the time within which lien claims are
required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall
hold the Payment Bond until such claims have been resolved, Contractor has provided statutory
bond, or otherwise as required by applicable law.
5.6 Sufficiency of Insurer or Surety.
Insurance and bonds required by this Agreement shall be satisfactory only if issued by
companies qualified to do business in California, rated “A” or higher in the most recent edition of
Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VII or larger, unless otherwise approved by the City’s Risk Manager due
to unique circumstances. In addition, the insurance carrier must be currently authorized by the
Insurance Commissioner to transact business of insurance or be on the List of Approved Surplus
Line Insurers issued by the State of California. If the City determines that the work to be performed
under this Agreement creates an increased or decreased risk of loss to the City, the Contractor
agrees that the minimum limits of the insurance policies and the bonds required in Section 5.5 may
be changed accordingly upon receipt of written notice from the City.
ARTICLE 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, certified and accurate copies of payroll
records in compliance with all applicable laws, 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 Project Manager to
evaluate the performance of such services. Any and all such documents shall be maintained in
accordance with generally accepted accounting principles and shall be complete and detailed. The
Project Manager 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. Such records shall be maintained for a period of 3 years following
completion of the services hereunder, and the City shall have access to such records in the event
any audit is required. In the event of dissolution of Contractor’s business, custody of the books
and records may be given to City, and access shall be provided by Contractor’s successor in
interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing
access to the books and records if a public records request is made and disclosure is required by
law including but not limited to the California Public Records Act.
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6.2 Reports.
Contractor shall periodically prepare and submit to the Project Manager such reports
concerning the performance of the services required by this Agreement as the Project Manager
shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees
that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or
will materially increase or decrease the cost of the work or services contemplated herein,
Contractor shall promptly notify the Project Manager of said fact, circumstance, technique or event
and the estimated increased or decreased cost(s) related thereto.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Contractor, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of the City and shall be delivered to the City upon request of the
Project Manager 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 City of its full
rights of ownership use, reuse, or assignment of the documents and materials. Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Contractor will be at the City’s sole risk and without
liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use,
reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor
shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall
provide for assignment to City of any documents or materials prepared by them, and in the event
Contractor fails to secure such assignment, Contractor shall indemnify City for all damages
resulting therefrom. 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.
6.4 Confidentiality and Release of Information.
(a) Information gained or work product produced by Contractor in its
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 City without prior written
authorization from the Project Manager.
(b) Contractor, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Project Manager 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 City notice of such court order or subpoena.
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(c) If Contractor, or any officer, employee, agent or subcontractor of
Contractor, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Contractor for any damages, costs and
fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct.
(d) Contractor shall promptly notify City should Contractor, its officers,
employees, agents 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 work performed
with respect to the Project. 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 City and to provide City with the opportunity to review any response to discovery requests
provided by Contractor. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 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, or any other
appropriate court in such county, and Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Termination.
This Agreement may be terminated in accordance with Sections 6-7 and 6-8 of the
Greenbook.
7.3 Dispute Resolution Process.
Section 20104 et seq. of the California Public Contract Code prescribes a process utilizing
informal conferences, non-binding judicial-supervised mediation, and judicial arbitration to
resolve disputes on construction claims of $375,000 or less. Additionally, Section 9204 of the
Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on
construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section
9204 of the California Public Contract Code. This Section shall be construed to be consistent with
said statutes.
For purposes of these procedures, “claim” means a separate demand by the Contractor,
after the City has denied Contractor’s timely and duly made request for payment for extra work
and/or a time extension, for (A) a time extension, (B) payment of money or damages arising from
work done by or on behalf of the Contractor pursuant to this Agreement and payment of which is
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not otherwise expressly provided for or the Contractor is not otherwise entitled to, or (C) an amount
the payment of which is disputed by the City.
The following requirements apply to all claims to which this Section applies:
(a) Claim Submittal. The claim shall be in writing and include the documents
necessary to substantiate the claim. Claims governed by this procedure must be filed on or before
the date of final payment. Nothing in this Section is intended to extend the time limit or supersede
notice requirements otherwise provided in this Agreement for the filing of claims, including all
requirements pertaining to compensation or payment for extra work, disputed work, and/or
changed conditions. Failure to follow such contractual requirements shall bar any claims or
subsequent lawsuits for compensation or payment thereon.
(b) Supporting Documentation. The Contractor shall submit all claims in the
following format:
(i) Summary of the claim, including references to the specific Bid
Document provisions or provisions under this Agreement upon which the claim is based.
(ii) List of documents relating to claim: (a) Specifications, (b)
Drawings, (c) Clarifications (Requests for Information), (d) Schedules, and (e) Other.
(iii) Chronology of events and correspondence related to the claim.
(iv) Statement of grounds for the claim.
(v) Analysis of the claim’s cost, if any.
(vi) Analysis of the claim’s time/schedule impact, if any.
(c) City’s Response. Upon receipt of a claim pursuant to this Section, City shall
conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide
the Contractor a written statement identifying what portion of the claim is disputed and what
portion is undisputed. Any payment due on an undisputed portion of the claim will be processed
and made within 60 days after the City issues its written statement.
(i) If the City needs approval from the City Council to provide the
Contractor a written statement identifying the disputed portion and the undisputed portion of the
claim, and the City Council does not meet within the 45 days or within the mutually agreed to
extension of time following receipt of a claim sent by registered mail or certified mail, return
receipt requested, the City shall have up to three days following the next duly publicly noticed
meeting of the City Council after the 45-day period, or extension, expires to provide the Contractor
a written statement identifying the disputed portion and the undisputed portion.
(ii) Within 30 days of receipt of a claim, the City may request in writing
additional documentation supporting the claim or relating to defenses or claims the City may have
against the Contractor. If additional information is thereafter required, it shall be requested and
provided pursuant to this subdivision, upon mutual agreement of City and the Contractor.
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(iii) The City’s written response to the claim, as further documented,
shall be submitted to the Contractor within 30 days (if the claim is less than $50,000, within 15
days) after receipt of the further documentation, or within a period of time no greater than that
taken by the Contractor in producing the additional information or requested documentation,
whichever is greater.
(d) Meet and Confer. If the Contractor disputes the City’s written response, or
the City fails to respond within the time prescribed, the Contractor may so notify the City, in
writing, either within 15 days of receipt of the City’s response or within 15 days of the City’s
failure to respond within the time prescribed, respectively, and demand an informal conference to
meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall
schedule a meet and confer conference within 30 days for settlement of the dispute.
(e) Mediation. Within 10 business days following the conclusion of the meet
and confer conference, if the claim or any portion of the claim remains in dispute, the City shall
provide the Contractor a written statement identifying the portion of the claim that remains in
dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim
shall be processed and made within 60 days after the City issues its written statement. Any disputed
portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding
mediation, with the City and the Contractor sharing the associated costs equally. The City and
Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of
the claim has been identified in writing, unless the Parties agree to select a mediator at a later time.
(i) If the Parties cannot agree upon a mediator, each Party shall select a
mediator and those mediators shall select a qualified neutral third party to mediate with regard to
the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective
mediator in connection with the selection of the neutral mediator.
(ii) For purposes of this section, mediation includes any nonbinding
process, including, but not limited to, neutral evaluation or a dispute review board, in which an
independent third party or board assists the Parties in dispute resolution through negotiation or by
issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this Section.
(iii) Unless otherwise agreed to by the City and the Contractor in writing,
the mediation conducted pursuant to this Section shall excuse any further obligation under Public
Contract Code Section 20104.4 to mediate after litigation has been commenced.
(iv) All unresolved claims shall be considered jointly in a single
mediation, unless a new unrelated claim arises after mediation is completed.
(f) City’s Responses. The City’s failure to respond to a claim from the
Contractor within the time periods described in this Section or to otherwise meet the time
requirements of this Section shall result in the claim being deemed rejected in its entirety. A claim
that is denied by reason of the City’s failure to have responded to a claim, or its failure to otherwise
meet the time requirements of this Section, shall not constitute and adverse finding with regard to
the merits of the claim or the responsibility of qualifications of the Contractor. City’s failure to
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respond shall not waive City’s rights to any subsequent procedures for the resolution of disputed
claims.
(g) Government Code Claims. If following the mediation, the claim or any
portion remains in dispute, the Contractor must comply with the claim procedures set forth in
Government Code Section 900 et seq. prior to filing any lawsuit against the 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, disputed
work, construction claims, and/or changed conditions, including any required mediation, have
been followed by Contractor. If no such Government Code claim is submitted, or if the prerequisite
contractual requirements are not satisfied, no action against the City may be filed. A Government
Code claim must be filed no earlier than the date that Contractor completes all contractual
prerequisites to filing a Government Code claim, including any required mediation. A Government
Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the
Government Code claim is submitted. For purposes of Government Code Section 900 et seq., the
running of the period of time within which a claim must be filed shall be tolled from the time the
Contractor submits his or her written claim to the City until the time the claim is denied, including
any period of time utilized by the meet and confer conference or mediation that does not result in
a complete resolutions of all claims.
(h) Civil Actions for Claims of $375,000 or Less. The following procedures are
established for all civil actions filed to resolve claims totaling $375,000 or less:
(i) Within 60 days, but no earlier than 30 days, following the filing or
responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by
mutual stipulation of both Parties or unless mediation was held prior to commencement of the
action in accordance with Public Contract Code Section 9204 and the procedures in this Section.
The mediation process shall provide for the selection within 15 days by both Parties of a
disinterested third person as mediator, shall be commenced within 30 days of the submittal, and
shall be concluded within 15 days from the commencement of the mediation unless a time
requirement is extended upon a good cause showing to the court.
(ii) If the matter remains in dispute, the case shall be submitted to
judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part
3 of the Code of Civil Procedure, notwithstanding Section 1141.11 of that code. The Civil
Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part
4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision
consistent with the rules pertaining to judicial arbitration.
(iii) Upon stipulation of the Parties, arbitrators appointed for these
purposes shall be experienced in construction law, and, upon stipulation of the Parties, mediators
and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed their
customary rate, and such fees and expenses shall be paid equally by the Parties, except in the case
of arbitration where the arbitrator, for good cause, determines a different division.
(iv) In addition to Chapter 2.5 (commencing with Section 1141.10) of
Title 3 of Part 3 of the Code of Civil Procedure, any Party who after receiving an arbitration award
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requests a trial de novo but does not obtain a more favorable judgment shall, in addition to payment
of costs and fees under that chapter, pay the reasonable attorneys’ fees of the other Party arising
out of the trial de novo.
7.4 Waiver.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.
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.
7.5 Rights and Remedies Are Cumulative.
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.
7.6 Unfair Business Practices Claims.
Pursuant to Public Contract Code Section 7103.5, in entering into this Agreement,
Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes
of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright
Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of goods, services or materials related to this
Agreement. This assignment shall be made and become effective at the time the City tenders final
payment to the Contractor without further acknowledgment by the Parties.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 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.
8.2 Conflict of Interest.
Contractor covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Contractor’s performance of services under this
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Agreement. Contractor further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Project Manager. Contractor agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to this
Agreement which effects his financial interest or the financial interest of any corporation,
partnership or association in which he is, directly or indirectly, interested, in violation of any State
statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give
any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, there shall be no discrimination against or segregation of, any
person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry, or other protected class in the performance of
this Agreement. Contractor shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.
8.4 Unauthorized Aliens.
Contractor hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, including attorneys’ fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Provisions Required By Law.
Each and every provision of law and clause required by law to be inserted in this Agreement
shall be deemed to be inserted herein, and this Agreement shall be read and enforced as though it
were included herein. If through mistake or otherwise any such provision is not inserted, or is not
correctly inserted, then upon application of either Party, this Agreement shall forthwith be
amended to make such insertion or correction.
9.2 Notices.
Any notice, demand, request, document, consent, approval, or communication either Party
desires or is required to give to the other Party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City’s Project Manager,
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City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275, and
in the case of the Contractor, to the person(s) at the address designated on the execution page of
this Agreement. Either Party may change its address by notifying the other Party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in 72
hours from the time of mailing if mailed as provided in this Section.
9.3 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either Party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
9.4 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.5 Integration; Amendment.
This Agreement, together with the documents incorporated herein (including the
Greenbook and the Bid Documents) constitutes the entire, complete and exclusive expression of
the understanding of the Parties with respect to the subject matter hereof. 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. No
amendment to or modification of this Agreement shall be valid unless made in writing and
approved by the Contractor and by the City Council. The Parties agree that this requirement for
written modifications cannot be waived and that any attempted waiver shall be void.
9.6 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in 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 phrases, sentences, clauses, paragraphs, or sections 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.
9.7 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this
Agreement, nor shall any official, officer, or employee of City participate in any decision relating
to this Agreement which may affect his/her financial interest or the financial interest of any
corporation, partnership, or association in which they are directly or indirectly interested, or in
violation of any corporation, partnership, or association in which they are directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
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“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Contractor further warrants and represents that they have not engaged in any act(s), omission(s),
or other conduct or collusion that would result in the payment of any money, consideration, or
other thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect.
9.8 Corporate Authority; Successors & Assigns.
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. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
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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
David L. Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
Aleshire & Wynder, LLP
_____________________________
William Wynder, City Attorney
CONTRACTOR:
CHAPMAN COAST ROOF CO., INC.,
a California corporation
By:
Julio Trejo Gonzalez
President
By:
Linda Dominguez
Treasurer / Secretary
Address: 2030 East Walnut Avenue
Fullerton, California 92831
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.
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BOND FORMS
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INSURANCE FORMS
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Certificate Of Completion
Envelope Id: 63D9837D-A03E-475B-AAA0-0CC39D7D7C65 Status: Completed
Subject: Complete with Docusign: Hesse Park Roof Replacement-Public Works Agreement_for city signatures.pdf
Source Envelope:
Document Pages: 73 Signatures: 5 Envelope Originator:
Certificate Pages: 5 Initials: 0 David Copp
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
dcopp@rpvca.gov
IP Address: 72.34.97.146
Record Tracking
Status: Original
2/24/2025 1:56:40 PM
Holder: David Copp
dcopp@rpvca.gov
Location: DocuSign
Signer Events Signature Timestamp
William Wynder
wwynder@awattorneys.com
City Attorney
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 50.112.162.3
Sent: 2/24/2025 2:05:07 PM
Viewed: 2/24/2025 4:14:07 PM
Signed: 2/24/2025 4:14:25 PM
Electronic Record and Signature Disclosure:
Accepted: 2/24/2025 4:14:07 PM
ID: 2d784baa-bdfb-4ccf-bedc-63fdec992ecc
David Bradley
david.bradley@rpvca.gov
Self
Anthem Blue Cross
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 15.220.17.225
Sent: 2/24/2025 4:14:26 PM
Viewed: 2/24/2025 5:19:29 PM
Signed: 2/24/2025 5:20:06 PM
Electronic Record and Signature Disclosure:
Accepted: 4/6/2022 5:59:34 AM
ID: f0c88f71-e2e8-4736-ab5c-59950463981e
Teresa Takaoka
terit@rpvca.gov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 75.83.180.163
Signed using mobile
Sent: 2/24/2025 5:20:07 PM
Viewed: 2/24/2025 7:38:09 PM
Signed: 2/24/2025 7:38:17 PM
Electronic Record and Signature Disclosure:
Accepted: 2/24/2025 7:38:09 PM
ID: 346af6c2-aa78-4c6b-b4d8-23f6d79c6f32
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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/24/2025 2:05:08 PM
Certified Delivered Security Checked 2/24/2025 7:38:09 PM
Signing Complete Security Checked 2/24/2025 7:38:17 PM
Completed Security Checked 2/24/2025 7:38:17 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to
provide to you certain written notices or disclosures. Described below are the terms and
conditions for providing to you such notices and disclosures electronicall y through the DocuSign
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Getting paper copies
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elect to create a DocuSign account, you may access the documents for a limited period of time
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send you paper copies of any such documents from our office to you, you will be charged a
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If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
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Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
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from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM
Parties agreed to: William Wynder, David Bradley, Teresa Takaoka
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
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us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
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How to contact City of Rancho Palos Verdes:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: terit@rpvca.gov
To advise City of Rancho Palos Verdes of your new email address
To let us know of a change in your email address where we should send notices and disclosures
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If you created a DocuSign account, you may update it with your new email address through your
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To request paper copies from City of Rancho Palos Verdes
To request delivery from us of paper copies of the notices and disclosures previously provided
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To withdraw your consent with City of Rancho Palos Verdes
To inform us that you no longer wish to receive future notices and disclosures in electronic
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The minimum system requirements for using the DocuSign system may change over time. The
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To confirm to us that you can access this information electronically, which will be similar to
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read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
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