8F
Date: December 16, 2025
To: Honorable Mayor and Members of the City Council
From: Shant Megerdichian, General Services Director
By: Milton Sanabria, Administrative Services Manager | [email protected] Subject: General Services – Award Contract Services Agreement for the Roof Replacement at City Yard and Adopt California Environmental Quality Act (CEQA) Categorical Exemption Pursuant to Section 15301 Expenditure: Not-to Exceed $1,382,184.20 (General Fund).
RECOMMENDATION
Recommendation of the General Services Director that City Council:
1. Award contract services agreement to Commercial & Industrial Roofing Co., Inc. of Spring Valley, CA, (B2025-21), in the amount of $1,201,899.20 and authorize a 15% contingency of $180,285, for a total not-to-exceed amount of $1,382,184.20, for the roof replacement at City Yard, for a one-year (1) period beginning December 16, 2025 and ending December 15, 2026; and
2. Adopt a California Environmental Quality Act (CEQA) Categorical Exemption pursuant to Section 15301 (Existing Facilities).
FUNDING
Funding is available from the Capital Improvement Fund under the Replace Roof City Yard Services Building project (FAC0021-CN0002).
DISCUSSION
The City Services building was constructed in 1984. The roof and skylights of the building have reached their useful lifespan. Roof leaks are occurring in certain areas of the building as well as deterioration of the skylights. With City Council approval a contract will be executed, and the onsite work to replace the roof and skylights will begin. The project includes removal and replacement of the existing roof system, installation of TPO single-ply roofing system, installation of new skylights, fall protection, and associated components. The contractor will deliver both a 20-year manufacturer’s NDL warranty and a 5-year workmanship warranty. All work will be in accordance with the specifications provided by Partner Engineering Science and the City of Torrance.
A Formal Bid (B2025-21) for the City Yard Roof Replacement was publicly advertised and sent to nine (9) vendors via Planet Bids. On October 9, 2025, the City received and opened nine (9) bid submittals:
1 City Council
December 16, 2025
Bid for the Replacement of the City Yard Roof (B2025-21) Vendor City, State Bid Price
Commercial & Industrial Roofing
Co., Inc. * Spring Valley, CA $1,201,899.20
Chambers Inc. dba Roof
Construction Long Beach, CA $1,580,500.00
Letner Roofing Company Orange, CA $1,673,000.00
Rainy Day Roofing, Inc. Rancho Cucamonga,
CA $1,681,176.00
BEST Contracting Services Inc. Gardena, CA $1,721,676.00 AME Builders, Inc. Upland, CA $1,774,412.00
Courtney Inc. Irvine, CA $2,159,900.00
F C and Sons Roofing Inc. Bell Gardens, CA $2,170,682.00 Bazan Roofing Inc. Azusa, CA $2,334,300.00
*Lowest responsible bidder
Commercial & Industrial Roofing Co., Inc. received high ratings from their references and meets all criteria as the lowest qualified bidder.
After reviewing the bids, references, and licensing, the General Services Director recommends that City Council award a contract services agreement to Commercial & Industrial Roofing Co., Inc. for Roof Replacement at City Yard.
ENVIRONMENTAL FINDINGS
The project is categorically exempt from CEQA in accordance with Section 15301 Existing Facilities (Class 1) of the State CEQA Guidelines (California Code of Regulations Title 14, Division 6, Chapter 3). Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. Section 15301 Part (d) specifically applies this categorical exemption to restore or rehabilitate deteriorated or damaged structures, facilities, or mechanical equipment to meet current standards of public health and safety, unless it is determined that the damage was substantial and resulted from an environmental hazard such as earthquake, landslide, or flood. The City's action to replace roofing at Fire Station 4 is categorically exempt from the provisions of the California Environmental Quality Act in accordance with Section 15301 (Existing Facilities). The proposed project is exempt from CEQA which applies to projects involving the operation, repair, maintenance, permitting, leasing, licensing or minor alteration of existing public or private structures, facilities, mechanical equipment or topographical features involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. The proposed project is roof replacement at Fire Station 4 with no expansion of use. No special circumstances exist that would create a reasonable possibility that the project will have a significant adverse effect on the environment. Therefore, the project is exempt under CEQA.
2 City Council
December 16, 2025
ATTACHMENTS
1. Attachment 1 – Contract Services Agreement
2. Attachment 2 – Bid (B2025-21)
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CONTRACT SERVICES AGREEMENT
This CONTRACT SERVICES AGREEMENT (“Agreement”) is made and entered into as of December 16, 2025 (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and Commercial & Industrial Roofing Co., Inc., a California corporation (“CONTRACTOR”).
RECITALS:
A. CITY wishes to retain the services of an experienced and qualified CONTRACTOR to undertake Replacement of Roof at City Yard, Bid B2025-21.
B. In order to obtain the desired services, the CITY has circulated a Notice Inviting Bids for the Replacement of the City Yard Roof, Bid No. B2025-21 (the “NIB”).
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 NIB. 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 Plans and Specifications. 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 and effect from the Effective Date through December 31, 2026.
3. COMPENSATION
A. CONTRACTOR’s Fee.
For services rendered pursuant to this Agreement, CONTRACTOR will be paid in accordance with the CONTRACTOR’s Bid, provided, however, that in no event will the total amount of money paid CONTRACTOR, for services initially contemplated by this Agreement, exceed the sum of $1,201,899.20 (“Agreement Sum”), plus a contingency of $180,285, unless otherwise first approved in writing by CITY.
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 ATTACHMENT 1
[temp_0B54D2.docx] 2
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 termination for CITY’s convenience, CONTRACTOR will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable overhead and profit on 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 written 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 CONTRACTOR, CITY may, at the expense of 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 CONTRACTOR under the terms of this Agreement will be retained by CITY, but the retention will not release CONTRACTOR and its surety from liability for the default. Under these circumstances, however, CONTRACTOR and its surety will be credited with the amount of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services.
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3. Termination for cause will not affect or terminate any of the rights of CITY as against CONTRACTOR or its surety then existing, or that 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 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 that 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 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 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. 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 control, 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 will be excused for a period equal to the period of that cause for failure to perform.
6. RETENTION OF FUNDS
CONTRACTOR authorizes 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 CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONTRACTOR’s acts or omissions in performing or failing to perform CONTRACTOR’s obligations under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by CONTRACTOR, or any indebtedness 6 [temp_0B54D2.docx] 4
exists that appears to be the basis for a claim of lien, 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 CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONTRACTOR to insure, indemnify, and protect CITY as elsewhere provided in this Agreement.
7. CITY REPRESENTATIVE
The General Services 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 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:
Barry Lee Turmour, President
Lindsey Lee Merzions, Vice President
9. INDEPENDENT CONTRACTOR
CONTRACTOR is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as otherwise set forth in this Agreement. CONTRACTOR’s agents and employees are not and shall not be considered employees of CITY for any purpose. 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 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
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 required 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 the 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 CITY of that fact and may not proceed except at CONTRACTOR’s risk until written instructions are received from CITY.
13. CARE OF WORK
CONTRACTOR must adopt reasonable methods during the term 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 CITY, except those losses or damages as may be caused by CITY’s own negligence.
14. CONTRACTOR’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS Records of CONTRACTOR’s time pertaining to the project, and records of accounts between CITY and 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 work and services identified in Exhibit A. All records will be available to 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 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 8 [temp_0B54D2.docx] 6
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 regulations and effectuating compliance with those laws. Contractor will require the same of all subcontractors.
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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, members of boards and commissions, their officers, agents, employees and volunteers (collectively “City Affiliates”) 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. CONTRACTOR’s obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of City Affiliates, except for liability resulting solely from the negligence or willful misconduct of City Affiliates. 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 City Affiliates, CONTRACTOR will be obligated to pay for the defense of City Affiliates until such time as a final judgment has been entered adjudicating City Affiliates 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 CITY OFFICERS AND EMPLOYEES
No officer or employee of 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. Primary Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
b. Primary Property Damage of at least $250,000 per
occurrence; or
c. Combined single limits of $1,000,000 per occurrence. 10 [temp_0B54D2.docx] 8
2. Commercial General Liability including coverage for premises, products and completed operations, independent
contractors/vendors, personal injury and contractual obligations with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.
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.
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 coverage, 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.
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.
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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 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 CITY, the CONTRACTOR agrees that the minimum limits of any insurance policies or performance bonds 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 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, auditing, or in any other advisory capacity in any way pertaining to any 12 [temp_0B54D2.docx] 10
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 a 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: Commercial & Industrial Roofing
Co., Inc.
9239 Olive Dr., Spring Valley, CA
91977
Fax: N/A
CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931
13 [temp_0B54D2.docx] 11
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 CITY or CONTRACTOR without the prior written consent of the other.
23. INTEGRATION; AMENDMENT
This Agreement represents the entire understanding of 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 by any other rule of construction that might otherwise apply. To the extent that the terms of the Scope of Services or the 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.
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. 14 [temp_0B54D2.docx] 12
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 first 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 15, 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 CONTRACTOR warrant that (i) CONTRACTOR is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of CONTRACTOR; (iii) by so executing this Agreement, 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 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 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. 15 [temp_0B54D2.docx] 13
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,
a municipal corporation
Commercial & Industrial Roofing Co., Inc.,
a California corporation
_______________________________
George K. Chen, Mayor
By:___________________________
Barry Lee Tumour
President
ATTEST:
_______________________________
Rebecca Poirier, MMC
City Clerk
APPROVED AS TO FORM:
PATRICK Q. SULLIVAN
City Attorney
By:____________________________
Jocelyn N. Sarigumba
Deputy City Attorney
Attachments: Exhibit A Bid
Rev. 0424
16 EXHIBIT A
SCOPE OF SERVICES
[To be attached]
17 18
19 ATTACHMENT 2
20 21
22 23
24 25
26 27
28 29
30 31
32 33
34 35
36 37
38 39
40 41
42