CONTRACT 6443 Service Agreement CLOSEDAgreement No. 6443
AGREEMENT FOR SIDEWALK POWER WASHING SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
WESTERN INDOOR ENVIRONMENTAL SERVICES
DOWNTOWN SIDEWALK POWER WASHING PROJECT
PROJECT NO.: ENG 23-02
THIS MAINTENANCE AGREEMENT ("Agreement") is made and entered into this 151'
day of July, 2022, by and between the CITY OF EL SEGUNDO, a general law city and municipal
corporation ("CITY") and WESTERN INDOOR ENVIRONEMNTAL SERVICES, 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;
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 an amount not to exceed a total of Ten thousand, eight
hundred dollars ($10,800.00) for the term of the agreement. 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 July 15, 2022 to December 31, 2022. CITY
may extend the term of this Agreement by written notice to the CONTRACTOR no later than 30
days before the expiration of the term of this Agreement.
3. SCOPE OF SERVICES.
A. CONTRACTOR will perform services listed in the attached Exhibit A.
W 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 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. If required by applicable state law including, without limitation Labor
Code §§ 1720, 1771, 1774, 1775, and 1776, 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
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Agreement No. 6443
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 http://www.dir.ca.gov/DLSR/PWD. A copy of the
prevailing rate of per diem wages must be posted at the job site.
5. PAYMENTS. For CITY to pay CONTRACTOR as specified by this Agreement,
CONTRACTOR must submit a detailed invoice to CITY.
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;
ii. 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:
YI pe of Insurance
Commercial general liability:
Business automobile liability
Workers compensation
Urnils combined sin gie
$2,000,000
$1,000,000
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"
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Agreement No. 6443
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 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 work in advance of receiving written authorization
to proceed, any such professional services are at CONTRACTOR's own risk.
9. TERMINATION.
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.
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Agreement No. 6443
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, reasonable
attorney's fees and penalties), 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 the same be
groundless or not, arising out of this Agreement, or its performance,
CONTRACTOR will defend CITY (at CITY's request and with counsel
satisfactory to CITY) and will indemnify CITY for any judgment rendered
against it or any sums paid out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials, employees,
agents, representatives, and volunteers.
C. CONTRACTOR expressly agrees that this release, waiver, and indemnity
agreement is intended to be as broad and inclusive as is permitted by the law of the
State of California and that if any portion is held invalid, it is agreed that the balance
will, notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
E. The requirements as to the types and limits of insurance coverage to be maintained
by CONTRACTOR as required by this Agreement, and any approval of said
insurance by CITY, are not intended to and will not in any manner limit or qualify
the liabilities and obligations otherwise assumed by CONTRACTOR pursuant to
this Agreement, including, without limitation, to the provisions concerning
indemnification.
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 it
is 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.
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Agreement No. 6443
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. Notice sent by mail will
be addressed as follows:
To CITY: City of El Segundo
350 Main Street
El Segundo, CA 90245
Attention: Cheryl Ebert
(310) 524-2321 mailto Jallegr&elsegundo.org
To CONTRACTOR: Western Indoor Environmental Services
2345 Highbury Ave. # 19
Los Angeles, CA 90032
Attention: Tony Rosario
(323) 240-0095
for y(Li', ye terniti oor.com mailto:ne'teh nes
sweeviiig.coni
B. When addressed in accordance with this paragraph, notices will be 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.
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Agreement No. 6443
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 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 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) constitute the sole agreement
between CONTRACTOR and CITY respecting the services described in scope of work. To the
extent that there are additional terms and conditions contained in Exhibit "A" 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. 6443
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY OF EL SEG'UN`
a general law city.
Elias) . as
Public Works 'Director
A �S
Tracy "eaver,
City Clerk
VED AS TO FORM:
for
Mar�A
. Hensley,
Cittorney
Insurance Reviewed bv.
WESTERN INDO" EN RONNd TAL
SERVICES
Tony Rosario
Sr. Estimator
Taxpayer ID No. 2l 7 —2 7
Contractor State License No.
Contractor City Business
License No. 3 '? 5—V
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Agreement No. 6443
WrMTERN
EXHIBIT A
OG}L1} n =MCES
BID PROPOSAL
July 15, 2022 SERVICE LOCATION
ATTENTION: Ms. Cheryl Ebert City Center
CITY OF EL SEGUNDO
350 Main St.
El Segundo, CA. 90245
Ph: (310) 524-2321 Fax:
Email: ce6ert@?elsegundo.org
Western Indoor Environmental Services proposes to perform the following service on the above -mentioned building/facility for the price(s) stated, This proposal shall remain
active for a period of three (3) months from the date received.
Ca. DGS # 17930871 DIR# 1000016136
Service: Sidewalk Cleaning & Pressure Washin
Proposal Includes Services To Steam Clean And Pressure Wash The Sidewalks Of Main St, Grand And Richmond In Downtown
El Segundo. Service Includes Steam Cleaning And Hot Water Pressure Washing, Applying Cleaning Detergent On The Walls To
Remove As Much Of The Dirt, Grime, Gum And Residue As Possible Off The Sidewalks.
Cost of Service ..... . . . . .............................. , ........................ $ 7, 800.00
Line Items:
1. Spot Clean Budget...............$3,000.00
TERMS AND CONDITIONS: The price(s) quoted above are with the understanding that WESTERN will furnish all labor, materials and equipment required to
complete the work requested. If new or additional federal, state or municipal taxes are levied affecting payrolls, or if insurance charges or operating costs are increased, then
WESTERN will request that our charge be adjusted accordingly. Prior project start, the Prime Contractor or customer agrees to pay WESTERN a progress/down payment
of10%. The remaining balance shall be paid in equal weekly progress payments as provided by WESTERN invoices, through the duration of the project. For jobs exceeding
$1 5,000, the customer will be billed in increments of $5,000410,000.00 installments, which must be addressed prior to the following week. Failure for owner to remit
payment upon phase completions may result in cessation of work. Your acceptance, signature and return of this proposal will constitute a contract with WESTERN.
INSURANCE/COMPUANCE: WESTERN carries full Workers Compensation, General Liability and Property Damage coverage. Licensed and Bonded
Ca. Lic.# 1001877 (C-20)
PAYMENT TERMS: Net due 30 Days from receipt of invoice. Note: The payment terms can be reformed to work in conjunction with customer's billing, payment cycles
and policies on a case -by -case basis.. If you have any question about payment, terms, please call our Accounts Receivable department.
DELINQUENCY INTEREST: Unless special arrangements are discussed with our accounting department, all invoices not paid within 30 days of invoice date will incur an
additional finance charge of 1 „5% per month (18% per annum).
PURCHASE ORDERS when applicable, (P.O.'s) and a signed proposal (below) are required upon scheduling. Please provide your accounts payable contact
information to our Office.
Signature ( 1 ) Cheryl Ebert
Company: City of Ell Segundo
Title: Sr. Civil Engineer
Date:
Signature (2)
Submitted By: Tony Rosario
Title: Sr. Estimator
Date: 07 15 2022
2609 W. Beverly Blvd. #6 Montebello, CA. 90640 Ph: (626) 485-9255 F: (323) 722-1616