21-1014_ALL SEASONS INSULATION, INC._Letter Agreement
61147.02100\24471675.4
Updated March 2019 1
OCTOBER 14, 2021
ALL SEASONS INSULATION INC.
636 SOUTH “I” STREET
SAN BERNARDINO, CA 92410
Dear Mr. Frazier,
Letter Agreement for Roof Repair Work
This letter shall be our Agreement (“Letter Agreement”) regarding the Roof Repair Work as
described below (“Services”) to be provided by All Seasons Insulation Inc. as an independent
contractor to the City of San Juan Capistrano (the “City”) for Roof Repair Work at the Bear
Brand Pump Station (“Project”). Consultant is retained as independent contractor and is not an
employee of the City. City and Consultant are sometimes referred to herein as “Party” or
“Parties.”
The Services to be provided are more particularly described in the Scope of Services attached
hereto as Exhibit “A” and are incorporated herein by reference. The term of this Letter
Agreement shall be from October 14, 2021 to November 15, 2021. Services on the Project shall
begin immediately and shall be completed within the term of this Letter Agreement, unless
extended by the City in writing.
Consultant shall perform all Services under this Letter Agreement in a skillful and competent
manner, consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California, and consistent with all applicable laws.
Consultant represents that it, its employees and subcontractors have all licenses, permits,
qualifications and approvals of whatever nature that are legally required to perform the Services,
including any required business license, and that such licenses and approvals shall be maintained
throughout the term of this Letter Agreement.
Consultant has represented to the City that certain key personnel will perform and coordinate the
Services under this Letter Agreement. Should one or more of such personnel become
unavailable, Consultant may substitute other personnel of equal competence upon written
approval of the City. If the City and Consultant cannot agree as to the substitution of key
personnel, the City shall be entitled to terminate this Letter Agreement for cause. The key
personnel for performance of this Letter Agreement are as follows: Anthony Frazier.
All Seasons Insulation Inc.
October 14, 2021
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Compensation shall be based on the actual amount of time spent in adequately performing the
Services and the total compensation shall not exceed $8,520 (includes 10% contingency) without
written approval of the Utilities Director. Consultant’s invoices shall include a detailed
description of the Services performed. Invoices shall be submitted to the City on a monthly basis
as performance of the Services progresses. The City shall review and pay the approved charges
on such invoices in a timely manner.
Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and
1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,
(“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the
performance of other requirements on “public works” and “maintenance” projects. Since the
Services are being performed as part of an applicable “public works” or “maintenance” project,
as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more,
Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide
Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement
of this Letter Agreement upon request. Consultant shall make copies of the prevailing rates of
per diem wages for each craft, classification or type of worker needed to execute the Services
available to interested parties upon request, and shall post copies at the Consultant’s principal
place of business and at the project site. Consultant shall defend, indemnify and hold the City,
its 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 shall be
mandatory upon the Consultant and all subconsultants to comply with all California Labor Code
provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771,
1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll
records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and
1815) and debarment of contractors and subcontractors (Labor Code Sections 1777.1). The
requirement to submit certified payroll records directly to the Labor Commissioner under Labor
Code section 1771.4 shall not apply to work performed on a public works project that is exempt
pursuant to the small project exemption specified in Labor Code Section 1771.4.
Since the Services are being performed as part of an applicable “public works” or “maintenance”
project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all
subconsultants performing such Services must be registered with the Department of Industrial
Relations. Consultant shall maintain registration for the duration of the Project and require the
same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor
registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to
work performed on a public works project that is exempt pursuant to the small project exemption
specified in Labor Code Sections 1725.5 and 1771.1.
This Project may also be subject to compliance monitoring and enforcement by the Department
of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable
registration and labor compliance requirements. Any stop orders issued by the Department of
Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance
of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out
of or resulting from such stop orders shall be considered Consultant caused delay and shall not
be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials,
All Seasons Insulation Inc.
October 14, 2021
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officers, employees and agents free and harmless from any claim or liability arising out of stop
orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
Consultant shall provide proof of: A. Commercial General Liability Insurance, of at least
$1,000,000 per occurrence/$2,000,000 aggregate for bodily injury, personal injury and property
damage, at least as broad as Insurance Services Office Commercial General Liability most recent
Occurrence Form CG 00 01; B. Automobile Liability Insurance for bodily injury and property
damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per
occurrence for bodily injury and property damage, at least as broad as most recent Insurance
Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); C.
Workers’ Compensation in compliance with applicable statutory requirements and Employer's
Liability Coverage of at least $1,000,000 per occurrence; and D. Consultants providing
professional services shall provide Professional Liability (Errors and Omissions) Insurance of at
least $1,000,000. Insurance carriers shall be licensed to do business in California and maintain an
agent for process within the state. Such insurance carrier shall have not less than an "A-:VII"
rating according to the latest Best Key Rating unless otherwise approved by the City. The City,
its officials, officers, employees, agents and authorized volunteers shall be named as Additional
Insureds on Consultant’s policies of Commercial General Liability and Automobile Liability
insurance and such coverage provided to the City as an Additional Insured shall apply on a
primary and non-contributory basis. Waiver of subrogation endorsements in favor of the City
shall be provided on Consultant’s policies of Commercial General Liability, Automobile
Liability and Workers’ Compensation/Employer’s Liability insurance.
The City may terminate this Letter Agreement at any time with or without cause. If the City
finds it necessary to terminate this Letter Agreement without cause before Project completion,
Consultant shall be entitled to be paid in full for those Services adequately completed prior to the
notification of termination. Consultant may terminate this Letter Agreement only upon 30
calendar days’ written notice to the City only in the event of City’s failure to perform in
accordance with the terms of this Letter Agreement through no fault of Consultant.
To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing),
indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury of any kind, in law or equity, to property or persons, including wrongful death,
in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful
misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents
in connection with the performance of the Consultant’s services, the Project or this Letter
Agreement, including without limitation the payment of all damages, expert witness fees and
attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall
not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials,
officers, employees, agents, or volunteers.
If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s
performance of “design professional” services (as that term is defined under Civil Code section
2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully
incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise
All Seasons Insulation Inc.
October 14, 2021
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out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, and, upon Consultant obtaining a final adjudication by a court of competent
jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed
the Consultant’s proportionate percentage of fault.
Consultant shall keep itself fully informed of and in compliance with all local, state and federal
laws, rules and regulations in any manner affecting the performance of the Project or the
Services, including all Cal/OSHA requirements; all emissions limits and permitting requirements
imposed by the California Air Resources Board (CARB) or other governmental agencies; and all
water quality laws, rules and regulations of the Environmental Protection Agency, the State
Water Resources Control Board and the City.
By executing this Letter Agreement, Consultant verifies that it fully complies with all
requirements and restrictions of state and federal law respecting the employment of
undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of
1986, as may be amended from time to time. Consultant shall maintain records of its
compliance, including its verification of each employee, and shall make them available to the
City or its representatives for inspection and copy at any time during normal business hours. The
City shall not be responsible for any costs or expenses related to Consultant’s compliance with
the requirements. To the same extent and under the same conditions as Consultant, Consultant
shall require all of its subcontractors, sub-subcontractors and consultants performing any work
relating to the Project or this Letter Agreement to make the same verifications and comply with
all requirements and restrictions provided herein. Consultant's failure to comply or any material
misrepresentations or omissions relating thereto shall be grounds for terminating this Letter
Agreement for cause.
By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700
of the California 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 agrees to comply with such provisions before commencing the performance of the
Services. Finally, Consultant represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment in violation of
state or federal law. As provided for in the indemnity obligations of this Letter Agreement,
Consultant shall indemnify City against any alleged violations of this paragraph, including, but
not limited to, any fines or penalties imposed by any governmental agency.
This Letter Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall
be brought in a state or federal court situated in Orange County, State of California. In addition
to any and all contract requirements pertaining to notices of and requests for compensation or
payment for extra work, disputed work, claims and/or changed conditions, Consultant must
comply with the claim procedures set forth in Government Code sections 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, claims, and/or changed conditions
have been followed by Consultant. If no such Government Code claim is submitted, or if any
10/26/21
Bid No. 21346R
Date:8/13/2021
Submitted to:Mike Marquis, Assoc. Civil Engineer Property Owner(S):City Of San Juan Capistrano
32400 Paseo Adelanto For Property Located:31546 Peppertree Bend
San Juan Capistrano, CA 92675 San Juan Capistrano, CA 92675
Contact Info Ph: 949-443-6326 Cell:
Fax: Estimated and Submitted by:Anthony Frazier
Email: mmarquis@sanjuancapistrano.org All Seasons Insulation
Total Contract Amount:7,746.00$ *
Seven Thousand Seven Hundred Forty Six Dollars and No Cents
P.O. Box 111
Colton, CA 92324
636 South "I" St.
San Bernardino, CA 92410
Phone:909-824-2634
Fax: 909-825-6131
Email:info@asifoam.com
Website:www.asifoam.com
Proposal
We hereby submit specifications and estimates for:
Install new polyurethane foam roof system to the flat roof area totaling 573 sq. ft. (Including parapet walls)
Remove two existing exhaust vents and install plywood decking in it's place.
Install two new 12x12 curb mounted EconoVents (14" tall with 14" wood curb) approximately four feet in from original
location of existing vents.
Prime entire roof surface with Everprime GP at a rate of .33 gallons per 100 sq. ft.
Spray Everest Opticell 3.0 lb density polyurethane roofing foam to a nominal thickness of 1.0-inches R-6.7 to the entire
roof deck and parapet walls.
Polyurethane foam shall then be coated with Everest H3 Silcoxy silicone coating (light tan in color) to be applied in one
applicatio totaling 1.5 gallons per 100 sq. ft. (20-22 dry mil coating thickness).
Seal all coping metal joints and fastener heads with Evercaulk MC-1 caulking.
Contractor shall warranty the completed roof system for a period of 10 years (Leak Free Warranty).
License # 929596
Exclusions:Plans, permits, fees, engineering, and any other unforeseen condition.
GENERAL TERMS & CONDITIONS
Acceptance of this proposal shall constitute acceptance of all terms and conditions recited herein and shall supersede any
conflicting term in any other past or future project document except a properly endorsed Change Order. This agreement herewith
shall be evidenced by the Customer listing All Seasons Insulation, Inc. (ASI) in any Project Documents or by permitting ASI to
commence work for the Project.
1. Unless otherwise stated in this document, ASI shall be paid monthly progress payments on or before the 15th of each month
for the value of work completed plus the amount of materials and equipment stored on or off site. Final payment shall be due up-
on completion after work as described in this Proposal is substantially completed. ASI shall have the right to stop work if any
payment is not timely made and ASI may keep the job idle until all payments due are received: in no such event shall ASI be liable
for damages arising from delay in completion.
(continued)
_____ Initial
* Cash price. Payments made by credit cards are subject to a service charge of 3.5% . We accept Visa, Mastercard & Discover.
Exhibit A