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CONTRACT 6450 Maintenance and Repair Agreement CLOSEDAgreement No. 6450 MAINTENANCE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND ALPHA OMEGA FISH VENTURE LLC DBA FISH WINDOW CLEANING GM 22-04: ON -CALL WINDOW CLEANING SERVICES PROJECT This MAINTENANCE AGREEMENT ("Agreement") is made and entered into this 21" day of July, 2022, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and ALPHA OMEGA FISH VENTURE LLC DBA FISH WINDOW CLEANING, 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, Exhibit "A". 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 not to exceed Twenty Five Thousand dollars ($25,000.00) rates set forth in the attached Exhibit "A" which is incorporated by reference, for CONTRACTOR's services. CITY will pay such amount promptly, but not later than thirty (30) days after receiving CONTRACTOR's invoice. 2. TERM. The term of this Agreement will be from July 25, 2022 to June 30, 2023. This term may be amended by mutual written consent of the parties, as specified in Section 19. 3. SCOPE OF SERVICES. A. CONTRACTOR will perform services listed in the attached Exhibit A. B. 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. City of El Segundo Maintenance Agreement Page 1 Agreement No. 6450 4. PREVAILING WAGES. This Agreement is for janitorial or custodial services of a routine, recurring, or usual nature. Accordingly, pursuant to 8 California Code of Regulations § 16000, CITY does not believe CONTRACTOR is required to pay prevailing wages. However, 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 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. 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://"r%v.dir.ca.gov/DLSR/PWD. A copy of the prevailing rate of per diem wages must be posted at the job site. 5. 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. & 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. 6. 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: kne of Insurance limits (combined single) Commercial general liability: $2,000,000 Business automobile liability $1,000,000 City of El Segundo Maintenance Agreement Page 2 Agreement No. 6450 Workers compensation 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. 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 0106 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. 7. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this Agreement until: A. CONTRACTOR furnishes proof of insurance as required under Section 6 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. City of El Segundo Maintenance Agreement Page 3 Agreement No. 6450 8. 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. D. By executing this document, CONTRACTOR waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 9. 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 including, without limitation, damages or penalties arising from CONTRACTOR's removal, remediation, response or other plan concerning any Hazardous Waste resulting in the release of any hazardous substance into the environment, except for such loss or damage arising from CITY's sole negligence or willful misconduct. 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 City of El Segundo Maintenance Agreement Page 4 Agreement No. 6450 pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 10.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. 11. 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. Notice sent by mail will be addressed as follows: To CITY:. Attn: Jorge Prado City of El Segundo 350 Main Street El Segundo, CA 90245 Tel. no.: 310-524-2713 Email: jprado@elsegundo.org To CONTRACTOR: Attn: Tom Chesney Alpha Omega Fish Venture LLC dba Fish Window Cleaning P.O. Box 1174 Lawndale, CA 90260 Tel. no.: 310-973-3474 Email: tchesney@fishwindowcleaning.com 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. 12. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a Taxpayer Identification Number. 13. 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 City of El Segundo Maintenance Agreement Page 5 Agreement No. 6450 other term, covenant, or condition contained in this Agreement, whether of the same or different character. 14. 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. 15. 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. 16. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 17. 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. 18. 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. 19. 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. CITY's city manager may execute any such amendment on behalf of CITY. 20. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code § 16.5, the Parties agree that this Agreement, Agreements ancillary to this Agreement, and related documents to be entered into connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. 21. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, its attachments, the purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 22. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. City of El Segundo Maintenance Agreement Page 6 Agreement No. 6450 23. 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. 24. ENTIRE AGREEMENT. This Agreement and its one attachment constitutes the sole agreement between CONTRACTOR and CITY respecting lead based stabilization. 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 next page] City of El Segundo Maintenance Agreement Page 7 Agreement No. 6450 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO sl�li lill Darrell. George, City Manager ATTEST: Trac eaver, City Clerk APPROVED AS TO FORM: M . HENSLEY, City Attorney By:\, .- — - Joaquin Vazquez, Deputy CityAAU(orney Insu�ran e Reviewed by: Hank k Manager City of El Segundo Maintenance Agreement Page 8 ALPHA OMEGA FISH VENTURE LLC dba FISH WINDOW CLEANING a*ThomsC. Chesney Title: Owner Taxpayer ID No. 82-2576350 Contractor City Business License No.: 36590 April 22, 2022 City of El Segundo 350 S. Main Street El Segundo, CA 90245 310-524-2716 Hi Jorge: Via Email: jprado@elsegundo.org Following is the updated estimate as we discussed for the various buildings throughout the City of Ell Segundo. Enclosed you will find the following: • Window Cleaning Estimates • Description of window cleaning techniques Please take a few minutes to review the enclosure and you will see why thousands of top businesses and discriminating homeowners are using FISH. FISH is part of a national franchise that has been recognized as one of the top 200 franchises by Success Magazine as well as receiving the #1 ranking in window cleaning service. Fish Window Cleaning Inc.(D currently has over 275 service locations throughout the nation. Our franchises are locally owned and operated by professionals who have a strong customer service philosophy and who care about the success of businesses in their communities. All of the franchisees operate under a proven system backed by 44 years of experience. We all go through the same training in providing quality window cleaning and exemplary customer service. FISH has developed a state of the art proprietary software program that personalizes your glass -cleaning schedule. A year-round cleaning schedule offers overall cost savings. Some of the advantages of choosing Fish Window Cleaning® include: • Customized window cleaning that meets your budget requirements • Reliable, year-round cleaning schedule • Compliance with corporate billing procedures • Fully insured and bonded professionals • Growing National reputation • 40 years of experience • Guaranteed customer satisfaction! Fish Window Cleaning Services, Inc. Phone: 310-973-3474 15665 D Hawthorne Blvd. FAX: 424-226-3034 Lawndale, CA 90260 www.FishWindowCleaning.com/FishSouthBay We are bonded and insured, with safety and quality as our main concerns for our customers. Our cleaners will arrive in uniform at the time of the scheduled cleaning. Regarding payments, we will consolidate all charges into one invoice and submit it to your Accounts Payable department. Our terms are Net 10. We are flexible and willing to create a financial arrangement that meets your needs. Thank you for your consideration, we look forward to maintaining a mutually beneficial relationship with you and the City of El Segundo. Sincerely„ Thomas Chesney • Operator Los . q- South Bay #611 i 15665 Hawthornef Lawndale, CA 90260 310.973.3474 r 424.226.3034 0 0 * i ,w Mimil-MID Fish Window CleaningServices, Inc. Phone: 310-973-3474 15665 D Hawthorne Blvd. FAX: 424-226-3034 Lawndale, CA 90260 www.FishWindowCleaning.com/FishSouthBay reement No. 6450 Window Cleaning Estimates UPDATED from 2/11/22: El Segundo Buildings Multiple City Buildings — see below Price per Service I Cleanina El Segundo Public Library 111 W Mariposa Ave. El Segundo, CA 90245 $2,280.00 (310)524-2770 a) Clean all perimeter windows —Inside and Outside b) Clean all interior office and meeting rooms —Inside and Outside Includes basement and first floor rooms Water Division 400 Lomita St El Segundo, CA 90245 $345.00 (310) 524-2745 a) Clean all windows — Inside and Outside • First and Second Floor Windows • Includes Lower building as well Maintenance Yard 150 Illinois St El Segundo, CA 90245 $395.00 (310) 524-2715 a) Clean all windows — Inside and Outside Police Station 348 Main St. El Segundo, CA 90245 $590.00 a) Clean all windows —Inside and Outside Fish Window Cleaning Services, Inc. Phone: 310-973-3474 15665 D Hawthorne Blvd, FAX: 424-226-3034 Lawndale, CA 90260 www.FishWindowCleaning.com/FishSouthBay Window Cleaning Estimates (cont'd): El Segundo Buildings Multiple City Buildings — see below City Hall 350 Main St. El Segundo, CA 90245 $1,330.00 a) Clean all windows —Inside and Outside Fire Station 1 314 Main St. El Segundo, CA 90245 $875.00 a) Clean all windows— Inside and Outside ............................................................. Fire Station 2 2261 E. Mariposa Ave. El Segundo, CA $435.00 90245 a) Clean all windows— Inside and Outside Total costs for all services $6,250.00 Parameters - Frequency: Recommend cleaning all windows inside and outside every 6 months - Technique #1: Use water -fed pole system, with de -ionized water filtration system - Technique #2: Use Mop & Squeegee, includes cleaning screens (if any). - Some two-story windows, require 4 pieces of ladder. - All cleaning techniques will adhere to OSHA safety regulations. - All glass can be reached from the ground or via ladder; a lift is not required for this job. Fish Window Cleaning Services, Inc. Phone: 310-973-3474 15665 D Hawthorne Blvd. FAX: 424-226-3034 Lawndale, CA 90260 www.FishWindowCleaning.com/FishSouthBay reement No. 6450 Standard Glass Cleaning Description: FISH will utilize two alternative cleaning methodologies to optimize the quality of this cleaning service, Along with the conventional window cleaning techniques (mop and squeegee, Dawn dishwashing soap and water), we will offer our exclusive water fed pole cleaning alternative at no extra cost. This cleaning alternative will utilize de -ionized water to clean the exterior glass. The big bonus is that the window frames will also be brushed free of debris as part of this service. FISH will require permission to access the water bibs located on each side of each building. Note: Our window cleaning methodology will not address physical damage to the glass, excessive stains such as "hard water" stains, tree sap, paint, or any chemicals that have etched the glass. None of these types of damage were found during our initial walkthrough and estimate process. Fish Window Cleaning will identify and address any damage, if some is discovered, during the cleaning process. Fish window cleaning will also identify any screens that require repair and report them to the customer immediately. For more information about water -fed poles, please read the following Blog Article written by John Gran, This article can be found at: http://bit.ly/yi2g6V and below: Fish Window Cleaning Services, Inc. Phone: 310-973-3474 15665 D Hawthorne Blvd. FAX: 424-226-3034 Lawndale, CA 90260 www.FishWindowCleaning.com/FishSouthBay Pictured: Kevin Strom of Fish Window Cleaning - Los Angeles South Bay uses a water - fed pole to clean high windows in Redondo Beach. What is a Water -Fed Pole? A water -fed pole or "system" uses purified water in conjunction with a tool to clean windows, building surfaces, vinyl awnings, truck trailers, cars, etc. The "water -fed" pole uses regular tap water that is then hooked up to our mobile de - ionized water filtration unit. The de -ionizer is used to reduce calcium, salt and other particles found in regular tap water from about 400 particles per million (ppm) to about 1 ppm - creating essentially "pure" water. For reference, Arrowhead bottled water, while refreshing and delicious, contains about 225 ppm and is perfectly safe to drink, but if you've ever let some evaporate on a piece of glass, you'll notice that the water does leave some "residue" spots. De -ionized water with less than 20 ppm leaves virtually no residue - i.e. NO SPOTS! The water is pumped from the de -ionized unit, up through the brush (hence the name "water -fed") and squirted onto the glass while the cleaner uses the brush to agitate the dirt located on the window. Once he's scrubbed the entire piece of glass with the brush, the "pure" water is used to rinse the particles away and the window dries spot free! aWater -fed pole techniques are very important to Fish Window Cleaning's success, since we clean a number of buildings and homes where it's simply impractical (and dangerous) to use a ladder to clean with a traditional mop and squeegee. Some homes in the Los Angeles South Bay (especially in Manhattan Beach, Hermosa Beach and Redondo Beach) are built so close to their neighbors that there's literally no other way to reach the windows safely. Thank goodness for technology! Using a water -fed pole is an excellent way to safely and efficiently clean difficult to reach windows - but traditional window cleaning techniques should always be w �a������%���� considered first, before resorting to advanced technology. Consumer Tip: Ask your window cleaner "how" and "why?" Always make sure that your window cleaner has been properly trained on the correct use and maintenance of the equipment, how frequently they use this equipment/technique and, more importantly, why the pole is being used. Some window cleaners tend to "overuse" water -fed poles just to gain speed rather than providing the "best" solution for their customers' needs. When asked about why they are using a water -fed pole, your window cleaner must have an answer better than "it's faster this way". Remember: You are the consumer and you have the right to ask "why"! Fish Window Cleaning Services, Inc. Phone: 310-973-3474 15665 D Hawthorne Blvd. FAX: 424-226-3034 Lawndale, CA 90260 www.FishWindowCleaning.com/FishSouthBay