CONTRACT 6230 On Call Agreement CLOSEDAgreement No. 6230
ON -CALL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
SIEMENS INDUSTRY, INC.
THIS MAINTENANCE, REPAIR and ON -CALL SERVICES AGREEMENT
("Agreement") is made and entered into this 26t'' day of October, 2021, by and between
the CITY OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and
SIEMENS INDUSTRY, INC., a California Corporation ("CONTRACTOR"). The Parties
agree as follows:
1. CONSIDERATION,.
A. As partial consideration, CONTRACTOR agrees to perform the work listed
in the SCOPE OF SERVICES, below; and as specified in the attached
Exhibit 'A" which is incorporated by reference.
B, As additional consideration, CONTRACTOR and CITY agree to abide by
the terms and conditions contained in this Agreement;
C As additional consideration, CITY agrees to pay CONTRACTOR for
CONTRACTOR's services not to exceed Fifteen Thousand Dollars
($15,000). CITY will pay for work on the basis of the hourly rates and cost
reimbursement rates as specified in the attached Exhibit "A," which is
incorporated by reference.
2. TERM. The term of this Agreement will be from October 31, 2021, to June 30, 2022.
3. SCOPE OF SERVICES.
A. CONTRACTOR will perform the maintenance, repair and on -call services
listed in the attached Exhibit 'A," which is incorporated by reference. The
provisions contained in this Agreement supersede any conflicting
provisions in Exhibit A.
B. Maintenance, repair and on -call services required by CITY will be provided
on an as -needed basis with CITY determining and advising
CONTRACTOR as to when specific services are required to be performed
or completed by CONTRACTOR. Requests must be memorialized using a
notice to proceed that may be in the form of a purchase order. The
provisions contained in this Agreement supersede any conflicting
provisions in a purchase order issued for maintenance services.
C. CONTRACTOR will, in a workmanlike manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies
and materials, equipment, printing, vehicles, transportation, office space
and facilities, and all tests, testing and analyses, calculation, and all other
means whatsoever, except as herein otherwise expressly specified to be
Agreement No. 6230
furnished by CITY, necessary or proper to perform and complete the work
and provide the professional services required of CONTRACTOR by this
Agreement.
4. PREVAILING WAGES..
A. Pursuant to Labor Code § 1720, and as specified in 8 California Code of
Regulations § 16000, CONTRACTOR must pay its workers prevailing
wages. It is CONTRACTOR's responsibility to interpret and implement any
prevailing wage requirements and CONTRACTOR agrees to pay any
penalty or civil damages resulting from a violation of the prevailing wage
laws.
B. 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 htt //www.dir.ca, ov/DLSP,/PWD. CONTRACTOR must
post a copy of the prevailing rate of per diem wages at the job site.
C. CITY directs CONTRACTOR's attention to Labor Code §§ 1777.5, 1777.6
and 3098 concerning the employment of apprentices by CONTRACTOR
or any subcontractor.
D. Labor Code § 1777.5 requires CONTRACTOR or subcontractor employing
tradesmen in any apprenticeship occupation to apply to the joint
apprenticeship committee nearest the site of the public works project and
which administers the apprenticeship program in that trade for a certificate
of approval. The certificate must also fix the ratio of apprentices to
journeymen that will be used in the performance of the contract. The ratio
of apprentices to journeymen in such cases will not be less than one to
five except:
When employment in the area of coverage by the joint appren-
ticeship committee has exceeded an average of 15 percent in the
90 days before the request for certificate, or
When the number of apprentices in training in the area exceeds a
ratio of one to five, or
iii, When the trade can show that it is replacing at least 1/30 of its
membership through apprenticeship training on an annual basis
state-wide or locally, or
iv. When CONTRACTOR provides evidence that CONTRACTOR
employs registered apprentices on all of his contracts on an annual
average of not less than one apprentice to eight journeymen.
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v CONTRACTOR is required to make contributions to funds estab-
lished for the administration of apprenticeship programs if
CONTRACTOR employs registered apprentices or journeymen in
any apprenticeable trade on such contracts and if other contractors
on the public works site are making such contributions.
vi. CONTRACTOR and any subcontractor must comply with Labor
Code §§ 1777.5 and 1777.6 in the employment of apprentices.
vii. Information relative to apprenticeship standards, wage schedules
and other requirements may be obtained from the Director of
Industrial Relations, ex-officio the Administrator of Apprenticeship,
San Francisco, California, or from the Division of Apprenticeship
Standards and its branch offices.
CONTRACTOR and its subcontractors must keep an accurate certified
payroll records showing the name, occupation, and the actual per diem
wages paid to each worker employed in connection with this Agreement.
The record will be kept open at all reasonable hours to the inspection of
the body awarding the contract and to the Division of Labor Law
Enforcement. If requested by CITY, CONTRACTOR must provide copies
of the records at its cost.
5. PAYMENTS.
A. For CITY to pay CONTRACTOR as specified by this Agreement,
CONTRACTOR must submit a detailed invoice to CITY.
B. CITY's city manager may authorize payments for special items of work not
included in the project scope of work and services. Payments for special
work will only be made after CITY issues a written notice to proceed for
the specific special tasks. A written scope of work, an agreed upon
additional fee, a schedule for starting and completing the special tasks,
and an agreed upon extension of the time for performance, if needed to
complete the special work, will be required before CITY issues a notice to
proceed for special work. All special work will be subject to all other terms
and provisions of this Agreement.
C. In the event the total amount paid to CONTRACTOR pursuant to this
Agreement exceeds $45,000, any further amendment must be approved
by the City Council in accordance with ESMC § 1-7C-4.
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONTRACTOR represents that
CONTRACTOR has
i. Thoroughly investigated and considered the scope of services to be
performed;
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Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If 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, before commencing the
services hereunder. Should CONTRACTOR discover any latent or
unknown conditions that may materially affect the performance of the
services, CONTRACTOR will immediately inform CITY of such fact and
will not proceed except at CONTRACTOR's own risk until written
instructions are received from CITY.
7. INSURANCE,.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONTRACTOR will procure and
maintain the following types of insurance with coverage limits complying,
at a minimum, with the limits set forth below:
Commercial general liability:
Business automobile liability
Workers compensation
$2 Million
$1 Million
Statutory requirement
B. Commercial general liability insurance will meet or exceed the
requirements of ISO-CGL Form No. CG 00 01 11 85 or 88, or equivalent.
The amount of insurance set forth above 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 City, its
officials, and employees as "additional insureds" under said insurance
coverage and to state that such insurance will be deemed "primary" such
that any other insurance that may be carried by City will be excess
thereto. Such insurance will 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 City.
C, Automobile coverage will be written on ISO Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto).
D, CONTRACTOR will furnish to City duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement, endorsements as required herein, and such other evidence of
insurance or copies of policies as may be reasonably required by City
from time to time. Insurance must be placed with insurers with a current
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A.M. Best Company Rating equivalent to at least a Rating of "A:VII."
Certificate(s) must reflect that the insurer will provide thirty (30) day notice
of any cancellation of coverage. CONTRACTOR will require its insurer to
modify such certificates to delete any exculpatory wording stating that
failure of the insurer to mail written notice of cancellation imposes no
obligation, and to delete the word "endeavor" with regard to any notice
provisions.
E. Should CONTRACTOR, for any reason, fail to obtain and maintain the
insurance required by this Agreement, City may obtain such coverage at
CONTRACTOR's expense and deduct the cost of such insurance from
payments due to CONTRACTOR under this Agreement or terminate.
8. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this
Agreement until:
A. CONTRACTOR furnishes proof of insurance as required under Section 7
of this Agreement; and
B. CITY gives CONTRACTOR a written notice to proceed.
C. Should CONTRACTOR begin
authorization to proceed, any
CONTRACTOR's own risk.
9. TERMINATION.
work in advance of receiving written
such professional services are at
A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause. Notice of termination will be in writing.
B_ CONTRACTOR may terminate this Agreement upon providing written
notice to CITY at least thirty (30) days before the effective termination
date.
C Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
D. By executing this document, CONTRACTOR waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
10.INDEMNIFICATION.
A. CONTRACTOR indemnifies and holds CITY harmless from and
against any claim, action, damages, costs (including, without
limitation, attorney's fees), injuries, or liability, arising out of this
Agreement, or its performance. Should CITY be named in any suit, or
should any claim be brought against it by suit or otherwise, whether
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Agreement No. 6230
the same be groundless or not, arising
performance, CONTRACTOR will defend
with counsel satisfactory to CITY) and
judgment rendered against it or any su
otherwise.
out of this Agreement, or its
CITY (at CITY's request and
will indemnify CITY for any
ms paid out in settlement or
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
11.INDEPENDENT CONTRACTOR. CITY and CONTRACTOR agree that
CONTRACTOR will act as an independent contractor and will have control of all work
and the manner in which is it performed. CONTRACTOR will be free to contract for
similar service to be performed for other employers while under contract with CITY.
CONTRACTOR 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 Agreement that may appear to give CITY the right to direct
CONTRACTOR as to the details of doing the work or to exercise a measure of control
over the work means that CONTRACTOR will follow the direction of the CITY as to end
results of the work only.
12. NOTICES.
A. All notices given or required to be given pursuant to this Agreement will be
in writing and may be given by personal delivery or by mail. Such noticing
does not include day-to-day communications between CITY's and
CONTRACTOR's project managers. Notice sent by mail will be addressed
as follows:
To CITY: Jorge Prado
Department of Public Works
City of El Segundo
350 Main Street
El Segundo, CA 90245
310-524-2713
jprado@elsegundo.org
To CONTRACTOR:
Brian Ballard
Siemens
6141 Katella Avenue
Cypress, CA 90630
(657) 413-8456
Brian. ballard@siemens.com
B. When addressed in accordance with this paragraph, notices will be
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deemed given upon deposit in the United States mail, postage prepaid. In
all other instances, notices will be deemed given at the time of actual
delivery.
C. Changes may be made in the names or addresses of persons to whom
notices are to be given by giving notice in the manner prescribed in this
paragraph.
13.TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
14. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition
contained in this Agreement 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
Agreement, whether of the same or different character.
15. CONSTRUCTION. The language of each part of this Agreement will be construed
simply and according to its fair meaning, and this Agreement will never be construed
either for or against either party.
16.SEVERABLE. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to
the extent necessary in the opinion of the court to render such portion enforceable and,
as so modified, such portion and the balance of this Agreement will continue in full force
and effect.
17. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
18. WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute
a waiver of any other provision, nor will such waiver constitute a continuing waiver.
19.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.
20.AUTHORITY/MODIFICATION. This Agreement may be subject to and conditioned
upon approval and ratification by the El Segundo City Council. This Agreement is not
binding upon CITY until executed by the City Manager. The Parties represent and
warrant that all necessary action has been taken by the Parties to authorize the
undersigned to execute this Agreement and to engage in the actions described herein.
This Agreement may be modified by written agreement.
21.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be
entered into in connection with this Agreement will be considered signed when the
signature of a party is delivered by electronic (pdf) or facsimile transmission. Such
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electronic or facsimile signature will be treated in all respects as having the same effect
as an original signature.
22. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity
between any provision of this Agreement, its exhibits, the purchase order, or notice to
proceed, the provisions of this Agreement will govern and control.
23.CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
24. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, war, terrorist act, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' control, then
the Agreement will immediately terminate without obligation of either party to the other.
25. ENTIRE AGREEMENT. This Agreement and its exhibit(s) constitutes the sole
agreement between CONTRACTOR and CITY respecting Maintenance, Repair and On -
call Services. To the extent that there are additional terms and conditions contained in
Exhibit "B" that are not in conflict with this Agreement, those terms are incorporated as if
fully set forth above. There are no other understandings, terms or other agreements
expressed or implied, oral or written.
[SIGNATURES ON FOLLOWING PAGE]
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Agreement No. 6230
IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
CITY OF EL SE NDO SIEMENS INDUSTRY, INC.
; X A ,wM'Y Ekclarwly
AD7 pnr
Elias Sass on, By: Cynthia Eng Directorof Finance
Public Works Director Its: Branch General Manager
ATTEST:
Trac W
City Jerk
APPROVED AS TO FORM:
Mark D,k, ensley, City Attorney
Assistant City Attorney
Insurance Reviewed by:
4114
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Taxpayer ID No.13-2762488
Business License No,
State License No. 758796
Agreement No. 6230
EXHIBIT A
Siemens Industry Inc.
6141 Katefla Ave. Cypress, CA 90630 (800-806-0886 Tef; 877-797-8858 Fax)
Service Rates:
(Revision 02/18/2021)
Truck/Vehicle Fee: $95.00/per visit
Consumable Fee: $31.75 (Applied when parts are installed or replaced)
Digital Technology Fee: $25.00 (Only charged on Remote Service calls)
Please Note: A minimum service charge equal to 2 hours of labor at the appropriate rate will apply to all on -site service
requests for all customers. A minimum charge equal to 2 hours of labor at the appropriate rate will apply to all on-line
service requests.
Agreement No. 6230
Siemens will provide on -call services for automation, mechanical or electrical repairs and installations, as
requested by the City. A dispatch representative will review each request through phone or email
consultation. If phone or email consultation cannot properly diagnose then a representative may be
sent on -site, at cost to City.
SCOPE OF WORK PROPOSED
• Quote provided on a per incident basis and diagnosis.
• Identify the scope of work, materials and time required to complete the job.
• Written estimate will be provided for each service requested.
Per City requirements, all labor will be paid at prevailing wages.
• All necessary project management labor to complete this Scope of Work.
EXCLUSIONS:
• Any work not described in the Scope of Work.
• IP Drops and address to all Siemens controllers, ethernet network, cabling, switches, routers, etc.
• Trenching and boring through walls and/or concrete.
• Equipment not provided by Siemens is excluded from repairs, modifications and/or replacement.
• Repair or replacement of any equipment, devices or material found to be defective during the
« installation process.
• Performance & Payment Bond.
• Any work associated with asbestos or hazardous material abatement.
Permit & Plan Check fees.
• Provision and Installation of any work outside the Scope of Work.
• Any Integration to third party system.
• Overtime labor (after regular hours and weekends or holidays) — additional price can be provided.
• Cutting, patching, painting and restoration of surfaces.
• 3rd Party Commissioning; if required an addendum will be provided
CLARIFICATIONS:
• A separate Service Agreement proposal to maintain automation systems can be provided by
Siemens.
• A separate operator and user training proposal can be provided by Siemens.
• Work will be performed during Normal Hours (Monday through Friday, 7am - 5pm).
• Siemens will re -use existing equipment, devices and materials, not stated in Scope of Work.
• Client will provide access to necessary facilities and systems for timely installation. Delayed access
may result in additional labor or overtime charges.
• Systems may be offline during installation and programming. Siemens will coordinate with the
customer to minimize disruptions. Siemens will not be responsible for managing the operation of
equipment during install and all equipment management during these periods will be the
responsibility of the customer_
• Other terms and condition may apply
Agreement No. 6230
ON -CALL HVAC SERVICES
1-0. ON -CALL HVAC SERVICES: Can -Call and Emergency Services shall be performed
on a 24-hour, 7-day-a-week basis, unrelated to preventive maintenance activities. The
On -call Services bid item will provide qualified manpower and equipment on an hourly
basis to perform routine I4VACJMechanical repairs or replacements that do not fall
under the description of preventive maintenance, as well as emergency
I IVACfMechanical repair or replacement.
I..1, 'Telephone response to calls must be within thirty (30) minutes of service rail, seven (7)
days per week, twenty-four (24) hours per day. The Contractor shall be capable of
responding to more than one location at the same time.
2-0. ON -CALL. NON -EMERGENCY HVAC SL.RVICE CALLS: When notified, the
Contractor will respond by telephone within thirty (30) minutes after the request is
placed. At the discretion of the Maintenance Supervisor, the Contractor shall
physical]), respond to repair calls during normal business hours (Monday - Friday, 8:00
a.m. - 5.00 p.m.) within four (4) hours of receiving the call_ Repair calls that occur
between 5:00 p.m. through 7:00 a.m., or on weekends and holidays, sill be billed at the
appropriate premium time rate differential. Also at the discretion of the Maintenance
Supervisor, the Contractor may sometimes have to provide a written estimate for non -
emergency service calls within two (2) days and begin repair work within five (5) days
of the original request if the proposed repairs are approved.
2-1. The Maintenance Supervisor will authorize all non -emergency work. The Contractor
will provide written "not -to -exceed" estimates on all non -emergency work that
conforms to Section III-16 of these specifications. The estimate will include the
number of hours, hourly rate, number and type of employees required, estimated
material cost and completion date. It will be the Contractor's responsibility to ensure
they have all information to prepare accurate estimates, at no additional cost to the
City.
2-2. Work will only be performed with the City's written authorization within the time
period agreed upon between the City and the selected proposer. Upon authorization,
actual work will not exel%ed the Contractor's estimate. Unmasonable estimates will be
deemed cause to terminate this contract.
3-0, EMERGENCY 14VAC SERVICE CALLS: When notified, the Contractor will respond
by telephone within thirty (30) minutes and provide service at the affected site within
two (2) hours after the request is placed. The Contractor shall provide a twenty-four
(24) -hour emergency phone number. The City reserves the right to contract with any
other Vendor in the case of an emergency, if no response or untimely response has been
made by the Contractor.
3-1. The Maintenance Supervisor will authorize all emergency work.
In