CONTRACT 6513 Maintenance and Repair AgreementAgreement No. 6513
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
ENTERPRISE SECURITY, INC.
THIS MAINTENANCE AGREEMENT ("Agreement") is made and entered into this
28th day of September, 2022, by and between the CITY OF EL SEGUNDO, a general
law city and municipal corporation ("CITY") and ENTERPRISE SECURITY, INC., a
California corporation ("CONTRACTOR"). The Parties agree as follows:
1. CONSIDERATION.
A. This Agreement will be retroactively effective to July 1, 2022.
B. As partial consideration, CONTRACTOR agrees to perform the work listed
in the SCOPE OF SERVICES, below;
C. As additional consideration, CONTRACTOR and CITY agree to abide by
the terms and conditions contained in this Agreement;
D. As additional consideration, for CONTRACTOR's services, City agrees to
pay CONTRACTOR the not -to -exceed sum of $45,000.00 pursuant to the
rates set forth in Exhibit 'A" which is incorporated by reference. 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 01, 2022, to June 30, 2021
The Agreement may be renewed upon mutual consent of the parties.
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.
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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 httg',/AAtww.dir.ca.gov/DLSR/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:
i. 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.
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
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any apprentice able 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 tabor
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-officlo the Administrator of Apprenticeship,
San Francisco, California, or from the Division of Apprenticeship
Standards and its branch offices.
E. 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 tabor Law
Enforcement. if requested by CITY, CONTRACTOR must provide copies
of the records at its cost.
5. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONTRACTOR represents that
CONTRACTOR has
Thoroughly investigated and considered the scope of services to be
performed;
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.
6. INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONTRACTOR will procure and
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maintain the following types of insurance with coverage limits complying,
at a minimum, with the limits set forth below:
Type of Insurance
Commercial general liability:
Business automobile liability
Workers compensation
Imummimism-
$1,000,000
$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. 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 wiil not perform any work under this
Agreement until:
A. CONTRACTOR furnishes proof of insurance as required under Section 6
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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.
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.
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.
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
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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.
9. 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.
10. 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:
To CONTRACTOR:
City of El Segundo
350 Main Street
El Segundo, CA 90245
ENTERPRISE SECERITY, INC.
22860 SAVI RANCH PKWY
YORBA LINDA, CA 92887
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.
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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.
11.TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
12. 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.
13.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.
14.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.
15.CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
16. 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.
17. 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.
18.AUTHORITYIMODIFICATION. 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.
19.ACCEPTANCE OF FACSIMILE 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 the Parties notwithstanding that all
the Parties are not signatories to the same counterpart. In accordance with Government
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Agreement No. 6513
Code § 16.5, 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
transmission, Such electronic signature will be treated in all respects as having the
same effect as an original signature.
20. 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.
21. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
22. 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.
23. 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 orwritten.
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Agreement No. 6513
r
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO ENTERPRISE SECURITY, INC.
eneral law city..
Darrell Ge age JOSEPH EVANS
City Manager COO
ATTEST: Taxpayer ID No. 46-049913141V U g
■ (r1
Tracy Vveaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
By:
Joaquo )Vazquez, Deputy City Attorney
Hank Lu,
Risk Mar
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Agreement No. 6513
EXHIBIT "A"
rITERRS
5 E C U R I T Y. 1 n C,
TIME & MATERIAL
SERVICE / SUPPORT RATES
Standard Service Support: a titer eo .e Ph. 714-630-9100 (24 Hours)
Standard Service: Monday -Friday Sam-4:30pm
The Service Department will respond via phone and/or email with initial technical support and/or an ETA for a dispatched technician
within 24-48 hours of receiving a standard service request. The response time will vary depending on the number of all open requests
including those from FaHServiceAgreenrent Clients. An, authorized per§on mu t place the call.
Standard Service Rates:
CCTV, Access Control, Intrusion, and Fire Systems ............... $130.00 per hour (2-hour min,, plus travel)
Field Engineering Technical Support ....................................... $175.00 per hour (2-hour min., plus travel)
Travel — One Way ..., ..,,,,,,. ........ .„....... ......... $130.00 per hour
Phone Engineering Technical Support ..................................... $200.00 per hour billed in 15-minute increments
Professional Services Technical Support (PSG) ...................... $300.00 per hour
Emergency Service: After Hours, Holidays or Immediate Dispatch
The Service Department will respond via phone and/or email with initial technical support and/or an ETA for a dispatched technician
within 4 hours of receiving an Emergency Service Request. An authorized person, most place time call..
Emergency Service Rates:
CCTV, Access Control, Intrusion, and Fire Systems ............... $200.00 per hour (2-hour min, plus travel-roundtrip)
Field Engineering Tech Support ............. ........ ....... „..... . $250.00 per hour (2-hour mitt, plus travel-roundtrip) **
Travel— Two Way.................................................................... $200.00 per hour
Phone Engineering Technical Support ..................................... $250.00 per hour billed in 15-minute increments
**After hours —4 hour minimum for service provided after normal business hours, weekends, and holidays.
Full Service Agreement:
Customers pay a monthly, quarterly, or yearly fee for a service contract that can be customized to fit specific needs of the site. Service
contracts can cover parts and labor, tech support, travel and specific response times.
• Service Contract customer service calls become first priority and are offered the following additional benefits:
o Loaner equipment with no rental charge, if needed.
o Replacement equipment readily available, if needed.
Please contact the ESI's Client Services Team for more information regarding a Full Service Agreement.
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