8G
Date: August 5, 2025
To: Honorable Mayor and Members of the City Council
From: Craig Bilezerian, Public Works Director
By: Luis Ochoa, Landscape Manager, City Arborist | [email protected] Subject: Public Works – Award Public Works Agreement for the Cabrillo Urban Forestry Project, Approve Plans and Specifications, and Adopt Finding that the Project is Categorically Exempt Under the California Environmental Quality Act (CEQA). Expenditure:
$1,442,035.60 (General Fund $148,088.60 & Non-General Fund $1,293,947).
RECOMMENDATION
Recommendation of the Public Works Director that City Council:
1. Award a Public Works Agreement to Gentry General Engineering, Inc. of Colton, CA (B2024-16), in the amount of $1,253,944, with a 15% contingency of $188,091.60, for a total not-to-exceed amount of $1,442,035.60, for the Cabrillo Urban Forestry Project (I 198-RW0001) for a one-year period beginning August 6, 2025, and ending August 5, 2026; and
2. Approve the plans and specifications for the Cabrillo Urban Forestry Project; and
3. Adopt a finding that the project is categorically exempt under the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15301(c).
FUNDING
Funding is available from the following sources under the Cabrillo Urban Forestry Project (I 198-RW0001):
Funding Source Amount
California Natural Resources Agency Grant (Non-General Fund) $696,835.00 SB1 (Non-General Fund) $597,112.00
Capital Improvement Fund (General Fund) $148,088.60
Total $1,442,035.60
DISCUSSION
In 2024, the City of Torrance was awarded a $718,528 grant from the California Natural Resources Agency for an Environmental Enhancement and Mitigation (EEM) project focused on the center medians along Cabrillo Ave, between 213th St and Plaza del Amo. Due to receiving a lower-than-expected construction bid, the project scope qualified for $696,835. 1 City Council
August 5, 2025
The grant scope of work includes the removal of 13,800 square feet of green asphalt in the center medians and replace with permeable pavers to increase rainwater infiltration and minimize runoff; installation of a water-efficient irrigation system with solar-powered controllers to conserve water and energy; planting of 119 Desert Willows (native, low-water, and drought-resistant trees) to absorb greenhouse gases and increase the urban forest canopy within the City; and planting of 154 low water use plants at the bulbed ends of the median segments.
The deteriorated asphalt curbs throughout the medians will be removed and replaced with new cement curbs, funded by the General Fund and Non-General Fund: SB1.
Public Works will also remove 20 Palm trees in the center medians, between Carson St and 213th St to make way for the new native trees.
To minimize parking impacts, median removal and construction will be performed in five segments, starting with Phase 1: 213 th St to Carson St – Phase 2: Carson St to 218 th St – Phase 3: 218th St to 220th St – Phase 4: 220th St to 222nd St – Phase 5: 222nd St to Plaza Del Amo.
Construction notifications will be mailed out to adjacent residents and businesses.
Categorical Exemption (CEQA)
Pursuant to CEQA Section 15301(c), maintenance or repair of existing streets involving negligible or no expansion of use beyond that existing at the time of lead agency’s determination are categorically exempt from the provisions of CEQA.
Aware of Public Works Agreement
The project was advertised for public bid in the Daily Breeze and posted on Planet Bids on March 2, 2025. A total of eight (8) bids were received and opened on March 26, 2025, with the following results:
Rank Vendor City State Bid Price
1 Gentry General Engineering,
Inc. Colton CA $1,253,944
2 Los Angeles Engineering, Inc. Covina CA $1,552,000
3 Supurb Engineering, Inc. Banning CA $1,562,350
4 KASA Construction, Inc. Chino CA $1,597,610
5 Toro Enterprises, Inc. Oxnard CA $1,674,846
6 Aneed Construction, Inc. Riverside CA $1,728,820
7 CSI Services San Pedro CA $1,840,500
8 Landscape Support Services
North
Hollywood CA $2,309,637
The apparent lowest bidder, Gentry General Engineering Inc.(“Gentry”), submitted a bid in the amount of $1,253,944. Staff performed an evaluation of the bid results. The evaluation included a thorough review of Gentry’s bid, licensure, references, qualifications, performance history, and labor compliance record. Gentry is the lowest responsive bidder, and the Public Works Director recommends that City Council award the Public Works agreement to Gentry. 2 City Council
August 5, 2025
Gentry’s bid price is $546,056 below the low end of the engineer’s estimate range of $1,800,000 to $2,000,000. Gentry has completed several projects in the City of Torrance, and Staff has been satisfied with their work. No mathematical errors were found in the bid submittals from the eight bidders. The City received no bid protests for this bid. It is anticipated that construction will begin in October 2025 and will be completed by January 2026. Construction inspection services will be performed by City Public Works staff.
Further information about this project and all other active projects can be found on the Public Works website at https://www.torranceca.gov/our-city/capital-improvements-projects .
ATTACHMENTS
1. Location Map
2. Public Works Agreement – Gentry General Engineering, Inc. 3 4
ATTACHMENT 1
1 PUBLIC WORKS AGREEMENT
This PUBLIC WORKS AGREEMENT (“Agreement”) is made and entered into as of August 6, 2025 (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and Gentry General Engineering, Inc., a California Corporation (“CONTRACTOR”).
RECITALS:
A. The CITY wishes to retain the services of an experienced and qualified CONTRACTOR to construct the CABRILLO AVE URBAN FORESTRY B2024- 16 ;
B. In order to obtain the desired services, the CITY has circulated a Notice Inviting Bids for the construction of the CABRILLO AVE URBAN FORESTRY B2024-16 (the “NIB”); and
C. CONTRACTOR has submitted a Bid (the “Bid”) in response to the NIB.
CONTRACTOR represents that it is qualified to perform those services requested in the Plans and Specifications. Based upon its review of all Bids submitted in response to the NIB, The CITY is willing to award the contract to CONTRACTOR.
AGREEMENT:
1. SERVICES TO BE PERFORMED BY CONTRACTOR
CONTRACTOR will provide the services and install those materials listed in the Plans and Specifications, which are on file in the Public Works Department. The NIB and the Plans and Specifications are made a part of this Agreement. A copy of the Bid is attached as Exhibit A.
2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force from the Effective Date through August 5, 2026.
3. COMPENSATION
A. CONTRACTOR’s Fee.
For services rendered pursuant to this Agreement, CONTRACTOR will be paid in accordance with CONTRACTOR’s Bid; provided, however, that in no event will the total amount of money paid the CONTRACTOR, for services initially contemplated by this Agreement, exceed the sum of $1,253,944.00 (“Agreement Sum”), plus a contingency of $188,091.60, if first approved in writing by the CITY.
5 ATTACHMENT 2
2 B. Schedule of Payment.
Provided that the CONTRACTOR is not in default under the terms of this Agreement, upon presentation of an invoice, CONTRACTOR will be paid monthly, within 30 days after the date of the monthly invoice.
4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.
1. CITY may, at any time, terminate the Agreement for CITY’s convenience and without cause.
2. Upon receipt of written notice from CITY of such termination for CITY’s convenience, CONTRACTOR will:
a) cease operations as directed by CITY in the notice;
b) take actions necessary, or that CITY may direct, for the protection and preservation of the work; and
c) except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.
3. In case of such termination for CITY’s convenience, CONTRACTOR will be entitled to receive payment for work executed; and costs incurred by reason of such termination, along with reasonable overhead and profit on the work not executed.
B. Termination for Cause.
1. If either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.
2. In the event this Agreement is terminated for cause by the default of the CONTRACTOR, the CITY may, at the expense of the CONTRACTOR and its surety, complete this Agreement or cause it to be completed.
Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due the CONTRACTOR under the terms of this Agreement will be retained by the CITY, but the retention will not release the CONTRACTOR and its surety from liability for the default. Under these circumstances, however, the CONTRACTOR and its surety will be credited with the amount of money 6 3
retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount authorized for extra services.
3. Termination for cause will not affect or terminate any of the rights of the CITY as against the CONTRACTOR or its surety then existing, or which may thereafter accrue because of the default; this provision is in addition to all other rights and remedies available to the CITY under law.
C. Termination for Breach of Law.
In the event the CONTRACTOR or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty which currently, seriously, and directly affects responsibility as a public consultant or contractor; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 20 of this Agreement; or for any other cause the CITY determines to be so serious and compelling as to affect CONTRACTOR’s responsibility as a public consultant or contractor, including but not limited to, debarment by another governmental agency, then the CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. The CITY will not take action until CONTRACTOR has been given notice and an opportunity to present evidence in mitigation.
5. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such cause for failure to perform.
6. RETENTION OF FUNDS
CONTRACTOR authorizes the CITY to deduct from any amount payable to CONTRACTOR (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate the CITY for any losses, costs, liabilities, or damages suffered by the CITY, and all amounts for which the CITY may be liable to third parties, by reason of CONTRACTOR’s negligent acts or omissions or willful misconduct in performing or failing to perform CONTRACTOR’s obligations under this Agreement. In the 7 4
event that any claim is made by a third party, the amount or validity of which is disputed by CONTRACTOR, or any indebtedness exists that appears to be the basis for a claim of lien, the CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of the CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONTRACTOR to insure, indemnify, and protect the CITY as elsewhere provided in this Agreement.
7. THE CITY’S REPRESENTATIVE
The Public Works Director is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement.
Whenever approval, directions, or other actions are required by the CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONTRACTOR.
8. CONTRACTOR REPRESENTATIVE(S)
The following principal(s) of CONTRACTOR are designated as being the principal(s) and representative(s) of CONTRACTOR authorized to act in its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:
Brenton Gentry
President/CEO
9. INDEPENDENT CONTRACTOR
The CONTRACTOR is, and at all times will remain as to the CITY, a wholly independent contractor. Neither the CITY nor any of its agents will have control over the conduct of the CONTRACTOR or any of the CONTRACTOR’s employees, except as otherwise set forth in this Agreement. The CONTRACTOR may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the CITY.
CITY has no duty, obligation, or responsibility to CONTRACTOR’s agents or employees under the Affordable Care Act. CONTRACTOR is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONTRACTOR’s agents and employees. CITY is not responsible and shall not be held liable for CONTRACTOR’s failure to comply with CONTRACTOR’s duties, obligations, and responsibilities under the Affordable Care Act. CONTRACTOR agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONTRACTOR’s obligations under the Affordable Care Act relating to CONTRACTOR’s agents and employees.
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10. BUSINESS LICENSE
The CONTRACTOR must obtain a City business license prior to the start of work under this Agreement, unless CONTRACTOR is qualified for an exemption.
11. OTHER LICENSES AND PERMITS
CONTRACTOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.
12. FAMILIARITY WITH WORK
By executing this Agreement, CONTRACTOR warrants that CONTRACTOR (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, CONTRACTOR warrants that CONTRACTOR has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services set forth in this Agreement.
Should CONTRACTOR discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONTRACTOR must immediately inform the CITY of that fact and may not proceed except at CONTRACTOR’s risk until written instructions are received from the CITY.
13. CARE OF WORK
CONTRACTOR must adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages, to persons or property, until acceptance of the work by the CITY, except those losses or damages as may be caused by the CITY’s own negligence.
14. CONTRACTOR’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS Records of the CONTRACTOR’s time pertaining to the project, and records of accounts between the CITY and the CONTRACTOR, will be kept on a generally recognized accounting basis. CONTRACTOR will also maintain all other records, including without limitation specifications, drawings, progress reports and the like, relating to the project. All records will be available to the CITY during normal working hours. CONTRACTOR will maintain these records for three years after final payment.
15. PREVAILING WAGE
All Services rendered pursuant to this agreement must be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of City and any Federal, State, or local governmental agency of competent 9 6
jurisdiction. Contractor is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as of California Code of Regulations, Title 8, Sections 1600, et seq., (collectively, the “Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “Public works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is ONE THOUSAND DOLLARS ($1,000) or more, Contractor agrees to fully comply with the Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices.
Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a “Public works” project unless registered with the California Department of Industrial Relations (“DIR”) at the time the contract is awarded. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, this project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Contractor will maintain and will require all subcontractors to maintain valid and current DIR Public Works Contractor registration during the term of this Agreement. Contractor must notify City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contractor’s or any of its subcontractor’s DIR registration status has been suspended, revoked, expired, or otherwise changed.
It is understood that it is the responsibility of Contractor to determine the correct salary scale. Contractor will make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request, and post copies at Contractor’s principal place of business and at the project site, if any. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor must forfeit to City TWENTY FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day.
Contractor must also comply with State law requirements to maintain payroll records and must provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776.
Contractor will defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all “Public works” (as defined by the Prevailing Wage Laws), Contractor will bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Contractor acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and 10 7
regulations and effectuating compliance with those laws. Contractor will require the same of all subcontractors.
16. INDEMNIFICATION
CONTRACTOR will indemnify, defend, and hold harmless CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council, each member thereof, present and future, its officers, agents and employees from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of contract, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence. The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of CONTRACTOR, its officers, employees, agents, subcontractors or vendors. It is further agreed, CONTRACTOR’s obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of CITY, the City Council, each member thereof, present and future, or its officers, agents and employees, except for liability resulting solely from the negligence or willful misconduct of CITY, its officers, employees or agents. Payment by CITY is not a condition precedent to enforcement of this indemnity. In the event of any dispute between CONTRACTOR and CITY, as to whether liability arises from the sole negligence of the CITY or its officers, employees, agents, subcontractors or vendors, CONTRACTOR will be obligated to pay for CITY’s defense until such time as a final judgment has been entered adjudicating the CITY as solely negligent.
CONTRACTOR will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation.
17. NON-LIABILITY OF THE CITY’S OFFICERS AND EMPLOYEES
No officer or employee of the CITY will be personally liable to CONTRACTOR, in the event of any default or breach by the CITY or for any amount that may become due to CONTRACTOR.
18. INSURANCE
A. CONTRACTOR and its subcontractors must maintain for the duration of the Agreement at their sole expense the following insurance, which will be full coverage not subject to self-insurance provisions:
1. Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:
a. Combined single limits of $1,000,000 per occurrence.
2. Commercial General Liability including coverage for premises, products and completed operations, independent
contractors/vendors, personal injury and contractual obligations 11 8
with combined single limits of coverage of at least $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be $2,000,000. Such insurance shall not exclude coverage for sudden and accidental pollution incidents and shall include coverage for the perils of explosion, collapse, and underground (XCU).
3. Workers' Compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of ($1,000,000) per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONTRACTOR, its employees, agents and subcontractors.
B. The insurance provided by CONTRACTOR will be primary and non- contributory.
C. CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies. Additional insured coverage endorsement must apply to all work performed by CONTRACTOR.
D. CONTRACTOR must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate insurance, to the City Clerk of the City of Torrance before the commencement of work.
E. Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.
F. CONTRACTOR must include all subcontractors as insureds under its policies or must furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors will be subject to all of the requirements of this Paragraph 18.
G. If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or 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.
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H. The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONTRACTOR.
I. CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.
J. Self-insured retentions must be declared to and approved by the CITY.
The CITY may require the CONTRACTOR to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY.
19. SUFFICIENCY OF INSURERS
Insurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated “A” or better in the most recent edition of Best’s Key Rating Guide, and only if they are of a financial category Class VII or better, unless these requirements are waived by the Risk Manager of the CITY (“Risk Manager”) due to unique circumstances. In the event the Risk Manager determines that the work or services 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 any insurance policies and/or the performance bond required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONTRACTOR will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of the CITY within 10 days of receipt of notice from the Risk Manager.
20. CONFLICT OF INTEREST
A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.
B. No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, 13 10
auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.
21. NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:
1. Personal delivery. When personally delivered to the recipient:
notice is effective on delivery.
2. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice: notice is effective three mail delivery days after deposit in an United States Postal Service office or mailbox.
3. Certified mail. When mailed certified mail, return receipt requested: notice is effective on receipt, if delivery is confirmed by a return receipt.
4. Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account:
notice is effective on delivery, if delivery is confirmed by the delivery service.
5. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice: notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.
6. Addresses for purpose of giving notice are as follows:
CONTRACTOR: Gentry General Engineering, Inc.
320 W Tropica Rancho Rd
Colton CA 92324
Fax: 909-330-1129
CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931
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with a copy to: Attn: Luis Ochoa
Public Works Department
City of Torrance
20500 Madrona Avenue
Torrance, CA 90503
Fax: (310) 781-6902
B. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.
C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.
22. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by either the CITY or CONTRACTOR without the prior written consent of the other.
23. INTEGRATION; AMENDMENT
This Agreement represents the entire understanding of the CITY and CONTRACTOR as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreement. The Agreement may not be modified or altered except in writing signed by both parties.
24. INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction that might otherwise apply. To the extent that the terms of the Bid or Proposal are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.
25. SEVERABILITY
If any part of this Agreement is found to be in conflict with applicable laws, that part will be inoperative, null and void insofar as it is in conflict with any applicable laws, but the remainder of the Agreement will remain in full force and effect.
26. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement. 15 12
27. GOVERNING LAW; JURISDICTION
This Agreement will be administered and interpreted under the laws of the State of California. Jurisdiction of any litigation arising from the Agreement will be in Los Angeles County, California.
28. COMPLIANCE WITH STATUTES AND REGULATIONS
CONTRACTOR will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders.
29. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver.
A party’s consent or approval of any act by the other party requiring the party’s consent or approval will not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement.
30. ATTORNEY’S FEES
Except as provided for in Paragraph 16, in any dispute, litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney’s fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment.
31. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.
32. CONTRACTOR’S AUTHORITY TO EXECUTE
The persons executing this Agreement on behalf of the CONTRACTOR warrant that (i) the CONTRACTOR is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of the CONTRACTOR; (iii) by so executing this Agreement, the CONTRACTOR 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 the CONTRACTOR is bound.
33. PUBLIC RECORDS ACT
Any documents submitted by the CONTRACTOR; all information obtained in connection with the CITY’s right to audit and inspect the CONTRACTOR’s documents, books, and accounting records pursuant to paragraph 14 Contractor’s Accounting Records; Other Project Records; become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the 16 13
California Government Code Section 7920.000 et seq. (Public Records Act) and which are marked “trade secret”, “confidential”, or “proprietary”. The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.
In the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked “trade secret”, “confidential”, or “proprietary”, the CONTRACTOR agrees to defend and indemnify the CITY from all costs and expenses, including reasonable attorney’s fees, in action or liability arising under the Public Records Act.
City of Torrance, Gentry General Engineering, Inc.
a municipal corporation a California corporation
__________________________________ By: ______________________________ George K. Chen, Mayor Brenton Gentry, President/CEO
ATTEST:
___________________________________
Rebecca Poirier, MMC
City Clerk
APPROVED AS TO FORM:
PATRICK Q. SULLIVAN
City Attorney
By: _______________________________
Jennifer Vicente Guerrero
Deputy City Attorney
Attachment: Exhibit A: Bid
Rev 0424
17 EXHIBIT A
Bid
18