CONTRACT 5905 Service Agreement CLOSEDCONTRACTOR: CSA Service Solutions LLC dba EMSAR
cervices agreement
DATE MAILED:
Agreement No. 5905
04/08/2020
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of EI Segundo.
Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please include.
Commercial general liability insurance must meet or exceed the requirements of ISO -CGL Form No. CG 00 01 1185 or 88. The
amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for
the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as "additional insured's" under
said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be
carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be
cancelable or subject to reduction except upon thirty (30) days prior written notice to the City. Please find additional Terms and
Conditions on the reverse side of this Services Agreement. This is not a purchase order or an authorization to begin work.
® Comorehensive General Liability, including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least $1,000.000 per occurrence.
® Auto Liabilitv, including owned, non -owned and hired vehicles with at least:
® $1.000.000 per occurrence.
❑ $1$100.000 - 300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Comoensation Insurance: as required by State Statutes. (Not needed if Self-employed with no employees and
CONTRACTOR signs statement to this effect.)
® Business License: The CONTRACTOR shall agree to have a current City of EI Segundo license on file at City Hall or purchase said
license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the Planning
Manager @ (310) 524-2340 if you have questions.
❑ Copy of valid Dicture I.D. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY PURCHASE
ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE RISK MANAGER/PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CITY.
Submitted by comolete all blanks): COLOR COPY REQUIRED BACK TO THE CITY
Company Name: By (Print name & title):
EMSAR Luc Vallieres — CEO
Company Street Address: V dor Authorized Signature required;
270 Davids Drive. C „„
City, State, Zip: Date signed:
Wilmington, OH 45177 04/2112020
Phone: FAX:
737-704-5441
Vendor's Email address: Vendor's Web site:
Bailey.williams@emsar.com www.emsar.com
Mail original agreement and insurance to: City of EI Segundo — City Clerk 350 Main Street, Room 5, EI Segundo, CA 90245.3813
Originator/Department Contact: Carol Lvnn Urner, Sr. Manaoement Analyst 01,
Date Initiated: 1 Q 1 /'.L°? A..
Department Head Approval: Chris Donovan„ t=ire ChiefDate Approved'
Insurance Approval:." Dat p v d �'1 3d, P01
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for
City Attorney L)Zne CityCle k
2020-04-08 One -Page Services Agreement EMSAR—EI Segundo.docx
4/21/20
1.GENERALLY. The materials, supplies, or services (collectively, "Purchase")
covered by this services agreement and purchase order ("order") must be
furnished by Seller subject to all the terms and conditions contained in this order
which Seller, in accepting this order, agrees to be bound by and comply with in
all particulars. No other terms or conditions are binding upon the parties unless
subsequently agreed to in writing. Written acceptance or shipment of all or any
portion of the Purchase covered by this order constitutes unqualified acceptance
of all terms and conditions in this order. The terms of any proposal referred to
in this order are included and made a part of the order only to the extent it
specified the Purchase ordered, the price, and the delivery, and then only to the
extent that such terms are consistent with the terms and conditions of this order.
2.INSPECTION. The Purchase furnished must be exactly as specified in this
order, free from all defects in Sellers performance, design, workmanship, and
materials, and, except as otherwise provided, is subject to inspection and test
by City at all times and places. If, before final acceptance, any any Purchase is
found to be incomplete, or not as specified, City may reject it, require Seller to
correct it without charge, or require delivery of such Purchase at a reduction in
price that is equitable under the circumstances. If seller is unable or refuses to
correct such items within a time deemed reasonable by City, City may terminate
the order in whole or in part. Seller bears all risks as to rejected Purchases and,
in addition to any costs for which Seller may become liable to City under other
provisions of this order, must reimburse City for all transportation costs, other
related costs incurred, or payments to Seller in accordance with the terms of this
order for unaccepted Purchases. Notwithstanding City's acceptance of any
Purchase, Seller is liable for latent defects, fraud, or such gross mistakes as
constitute fraud.
3.CHANGES. City may make changes within the general scope of this order in
drawings and specifications for specially manufactured supplies, place of
delivery, method of shipment or packing of the order by giving notice to Seller
and subsequently confirming such changes in writing. If such changes affect
the cost of or the time required for performance of this order, an equitable
adjustment in the price or delivery or both must be made. No change by Seller
is allowed without City's written approval. Any claim by Seller for an adjustment
under this section must be made in writing within thirty (30) days from the date
of receipt by Seller of notification of such change unless City waives this
condition in writing. Nothing in this section excuses Seller from proceeding with
performance of the order as changed.
4. TERMINATION. City may terminate this order at any time, either verbally or
in writing, with or without cause. Should termination occur, City will pay Seller as
full performance until such termination the unit or pro rata order price for the
performed and accepted portion of the Purchase. City may provide written
notice of termination for Sellers default if Seller refuses or fails to comply with
this order. If Seller does not cure such failure within a reasonable time period,
or fails to perform the Purchase within the time specified (or allowed by
extension), Seller will be liable to City for any excess costs incurred by City.
5.TIME EXTENSION. City may extend the time for completion if, in City's sole
determination, Seller was delayed because of causes beyond Sellers control
and without Seller's fault or negligence. In the event delay was caused by City,
Seller's sole remedy is limited to recovering money actually and necessarily
expended by Seller because of the delay; there is no right to recover anticipated
profit.
6.REMEDIES CUMULATIVE. City's rights and remedies under this order are
not exclusive and are in addition to any rights and remedies provided by law.
7.TITLE. Title to materials and supplies purchased under this order pass directly
from Seller to City upon City's written acceptance following an actual inspection
and City's opportunity to reject,
&PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay cartage, shipping, packaging or boxing expenses
unless specified in this order. Drafts will not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from
and against any claim, action, damages, costs (including, without limitation,
attorney's fees), injuries, or liability, arising out of the Purchase or the order, or
their performance. Should City be named in any suit, or should any claim be
brought against it by suit or otherwise, whether the same be groundless or not,
2020-04-08 One -Page Services Agreement EMSAR_EI Segundo.docx
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Agreement No. 5905
arising out of the Purchase or order, or their performance, Seller will defend City
(at City's request and with counsel satisfactory to City) and indemnity City for
any judgment rendered against it or any sums paid out in settlement or
otherwise. For purposes of this section "City" includes City's officers, elected
officials, and employees. It is expressly understood and agreed that the
foregoing provisions will survive termination of this order. The requirements as
to the types and limits of insurance coverage to be maintained by Seller, and any
approval of such insurance by City, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by Seller
pursuant to this order, including, without limitation, to the provisions concerning
indemnification.
10.WARRANTY. Seller agrees that the Purchase is covered by the most
favorable commercial warranties the Seller gives to any customer for the same
or substantially similar supplies or services, or such other more favorable
warranties as is specified in this order. Warranties will be effective
notwithstanding any inspection or acceptance of the Purchase by City.
11.ASSIGNMENT. City may assign this order. Except as to any payment due
under this order, Seller may not assign or subcontract the order without City's
written approval. Should City give consent, it will not relieve Seller from any
obligations under this order and any transferee or subcontractor will be
considered Sellers agent.
12.INSURANCE. Seller must provide the insurance indicated on the face sheet
of this Services Agreement.
13.PERMITS. Seller must procure all necessary permits and licenses, and abide
by all federal, state, and local laws, for performing this order.
14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as
an independent contractor and will have control of all work and the manner in
which is it performed. Seller will be free to contract for similar service to be
performed for other employers while under contract with City. Seller is not an
agent or employee of City and is not entitled to participate in any pension plan,
insurance, bonus or similar benefits City provides for its employees. Any
provision in this order that may appear to give City the right to direct Seller as to
the details of doing the work or to exercise a measure of control over the work
means that Seller will follow the direction of the City as to end results of the work
only.
15.WAIVER. City's review or acceptance of, or payment for, work product
prepared by Seller under this order will not be construed to operate as a waiver
of any rights City may have under this Agreement or of any cause of action
arising from Sellers performance. A waiver by City of any breach of any term,
covenant, or condition contained in this order will not be deemed to be a waiver
of any subsequent breach of the same or any other term, covenant, or condition
contained in this order, whether of the same or different character.
16.INTERPRETATION. This Agreement was drafted in, and will be construed
in accordance with the laws of the State of California, and exclusive venue for
any action involving this agreement will be in Los Angeles County.
17. PREVAILING WAGES. If required by applicable state law including, without
limitation Labor Code §§ 1720 (as amended by AB 975 (2001)), 1771, 1774,
1775, and 1776, CONTRACTOR must pay its workers prevailing wage. It is
CONTRACTOR'S responsibility to interpret and implement any prevailing wage
requirements and CONTRACTOR agrees to pay any penalty or civil damage
resulting from a violation of the prevailing wage laws. In accordance with Labor
Code § 1773.2, copies of the prevailing rate of per diem wages are available
upon request from CITY's Engineering Division or the website for State of
California Prevailing wage determination at hfo liwww.dir.ca.00v/'DLSRiP'WD. A
copy of the prevailing rate of per diem wages must be posted at the job site.
18. CONSIDERATION. As consideration, CITY agrees to pay CONTRACTOR
for CONTRACTOR's services not to exceed a total of $40,000 (Forty Thousand
Dollars) over the term of the agreement for the work. CITY will pay for work as
specified in the attached Exhibit "A," which is incorporated by reference.
Services to include:
Refer to attached Exhibit "A"
Term: 10/1118-09131121
EM'S R
EMS Services Agreement
SERVICE REQUESTED: INSTRUMENT MAINTENANCE
Agreement No. 5905
270 Davids Dr
Wilmington, OH 45177
Office: 512.732.1210
www.emsar.com I info@emsar.com
CLIENT: EL SEGUNDO FIRE DEPARTMENT
DATE ISSUED: 04/21/2020 CLIENT ADDRESS: 314 Main Street, Room 5, El Segundo,
CA 90245-3813
REVISION NUMBER: of CONTACT NAME: Chris Donovan, Fire Chief
TERM: 3 Year PHONE:
EMAIL:
i.o SCOPE OF QUOTATION
EMSAR services include:
• preventative maintenance (PM)
•' equipment tune-up
• equipment evaluation
•' usage evaluation/training
• equipment reports.
If the equipment is not available or onsite during the scheduled PM service, additional travel and/or labor will
be invoiced at contracted rates for the repeat visit. Additional repairs needed during the scheduled PM service
will be invoiced at the contracted labor rate plus parts. If repairs can be made within the one-hour PM time per
cot, no additional labor cost will be incurred. Additional repairs outside of the scheduled PM service, will incur
additional labor, travel cost and parts if applicable at contracted rates as per Table i.o.
Preventative Maintenance Pricing I Table i.o
Power Cot 1 2
3 $125.00
$750.00
Ferno 93-P
Manual Cot 1 1
3 $100.00
$300.00
Ferno 59-T 1 2
Stair Chair
3 $50.00
$300.00
Fastener 1 3
3 $35.00
$315.00
Estimated Total $i,665.00
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Agreement No. 5905
270 Davids Dr
EMSA R Wilmington, OH 45177
Office: 512.732.1210
EMS Services Agreement www.emsar.com I info@emsar.com
Zones I Table m
Zone t 0-50 $ioo.00
Zone 2 51-200 $275
Zone 3 > 201 T&M
2.0 QUALITY SYSTEM REQUIREMENTS
The client must provide EMSAR with copies of any applicable procedures and/or special
requirements/specifications pertaining to the requested services prior to scheduling. Additional tasks or
deviations from EMSAR's standard procedures may be permitted at an additional fee. Maintenance pricing
assumes unit is installed, equilibrated and functional prior to Emsar Field Service Engineer arrival. Pricing
is reflective of one onsite visit.
3.o CONDITION OF EQUIPMENT
The cot of Seller's proposed service is based on the equipment being in a condition similar to equipment of
its age that has experienced normal wear and tear ("Standard Condition"). In the event the equipment is not
in Standard Condition as a result of heavy use, misuse, abuse, neglect or other damage, Seller reserves the
right to cancel this Order, unless Customer agrees to pay Seller the additional service cost to return such
equipment to Standard Condition.
4.o LEVEL OF USE
The cost of the Seller's proposed service is also based on the number, type of equipment, frequency of use
and frequency of inspections during the term of this Order. If any of these items materially increase, Seller
may cancel the Order if Customer does not agree to adjust the prices.
5.0 SCHEDULING OF SERVICE
Seller will schedule with Customer in advance the times to service Customer's equipment. In the event
Customer does not make the equipment available at such scheduled times, Seller will charge Customer with
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Agreement No. 5905
270 Davids Dr
EMS R Wilmington, OH 45177
Office: 512.732.1210
EMS Services Agreement www.emsar.com I info@emsar.com
a service call unless Customer notifies Seller t least forty-eight (48) hours in advance that the equipment will
not be available and schedules another time.
6.o SERVICE
The equipment shall be deemed serviced and accepted by Customer when it has been ready for use as
proven by the operation of Seller's field test.
A SERVICE CHARGE OF THE LESSER OF 11/2% PER MONTH (18% PER YEAR) OR THE HIGHEST
RATE ALLOWED BY LAW WILL BE ADDED TO ALL PAST DUE INVOICES ON THE 3oTH DAY
FROM THE INVOICE DATE UNTIL PAID IN FULL.
7.o DEFAULTS BY CUSTOMER
Seller shall not be required to proceed or continue with performance of Customer's Order while Customer
is in default under this or any other contract with Seller. If Customer's financial condition is found to be or
becomes unsatisfactory to Seller during the terms of this contract, Seller may terminate this contract and
also terminate all other contracts covering sales to Customer of Seller's parts and services whether or not
Customer may otherwise be in default and no rights shall accrue to Customer against Seller on account of
such termination.
8.o MISCELLANEOUS
a) Customer shall not assign this Order or any interest herein without the prior written permission of
Seller which shall not be unreasonably withheld.
b) This Order shall inure to the benefits of and be binding upon the successors and permitted assigns
of the parties hereof.
c) The terms of this Order shall prevail notwithstanding any variance with the terms and conditions
of any other order or instrument submitted by Customer.
g.o LIMITED WARRANTY/LIMITATION OF LIABILITY
Seller warrants that its service and parts will be free from defects in material and workmanship for go
days. This limited warranty applies to equipment used under normal and proper conditions and is void for
any damage from misuse, abuse, or neglect. All warranty periods shall commence from the date of service.
The liability of Seller under the limited warranty set forth above is limited to repair or replacement of the
defective part, or, at the option Seller, refund of the purchase price. Transportation charges for shipping
allegedly defective parts to and from Seller are not covered.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SELLER MAKES NO OTHER
WARRANTIES, EITHER EXPRESSED OR IMPLIED. SELLER MAKES NO IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN NO EVENT WILL SELLER
BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES SUSTAINED IN CONNECTION
WITH THE DELIVERY, USE, OR PERFORMANCE OR ITS PRODUCTS OR SERVICES.
The remedies of repair, replacement of defective parts, or refund of the purchase price are exclusive and in
lieu of all damages. Under no circumstances shall the liability of Seller, whether under contract, tort,
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EMS Services Agreement
Agreement No. 5905
270 Davids Dr
Wilmington, OH 45177
Office: 512.732.1210
www.emsar.com I info@emsar.com
branch of warranty, or otherwise, exceed the selling price of the products or services proven to be
defective. Any legal action for breach of the limited warranty set forth above must be commenced within
one year of the date on which the breach is or should
have been discovered. To make a claim under the limited warranty, contact Customer Service promptly.
CSA Service Solutions LLC, d.b.a EMSAR
27o Davids Dr
Wilmington, OH 45177
io.o DELIVERY -DELAYS
Seller will make every effort to adhere to the delivery schedule specified on the face hereof, but no
obligation to do so is assumed. Seller shall not be responsible or liable for any loss, damage or delay or
failure to perform, in whole or in part, directly or indirectly, resulting from and contributed to by reason of
including, but no limited to Customer's use of equipment, acts of God, war, riot, embargoes, acts or
requirements of governmental or military authorities, fires, floods, unusually severe weather, accidents,
quarantine restrictions, factory conditions, strikes, delays in transportation, shortage of cars, fuel, labor, or
materials or any other costs beyond the control of Seller. Seller shall in no event be responsible for remote,
incidental or consequential damages.
mo ENTIRE AGREEMENT
The Order and Terms and Conditions are the complete and exclusive agreement between the parties and
no change or waiver of any term hereof shall be effective unless in writing signed by an officer of Seller.
12.o GOVERNING LAW
Customer represents that the equipment is being serviced hereunder for business purposes only and
agrees that under no circumstances shall this Order be construed as a consumer contract. This Order shall
be governed by the laws of the State of Ohio.
lMllltTVi1:1UVF.1RIO
Customer agrees that the service marks and other designations ("Service Marks") used on or in connection
with products and services sold to Customer are the exclusive property of Equipment Management,
Service and Repair, Inc. Customer shall not use such Service Marks in any manner which may dilute,
impair or adversely affect their value.
13.o NONSOLICITATION
During the term of this Order and for a period of one (1) year following expiration or termination of this
Order, Customer shall not offer employment to or employ any person performing services on behalf of
Seller under this
Order.
Page 4 of 5
EMSA,R
EMS Services Agreement
14.0 INDEMNITY
Agreement No. 5905
270 Davids Dr
Wilmington, OH 45177
Office: 512.732.1210
www.emsar.com I info@emsar.com
Customer shall indemnify and hold Seller harmless against any claims, liability or damages Seller incurs
as a result of the negligent operation or negligent maintenance of the equipment by Customer, its
employees or
agents.
15.o TERMINATION
Seller may terminate this Order upon sixty (6o) days' prior written notice to Customer. In the event of
such termination, Seller shall prorate the charges based on the actual services provided under this Order.
16.oPAYMENT AND APPROVAL
EMSAR Contact: Bailey Williams —Sales Operations Manager
Phone Number: 737-704-5441
E-mail: bailey.williams@emsar.com
Payment Terms: Net 3o days from receipt
Payment Terms:
Deposit required to start services:
Net 3o days from receipt
NA
v
Invoice schedule: Upon completion of each service
EMSAR AR
Please make payment to: 27o Davids Dr
Wilmington, OH 45177
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