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CONTRACT 6517 Maintenance and Repair AgreementAgreement No. 6517 MAINTENANCE AGREEMENT BETWEEN ,., THE CITY OF EL SEGUNDO AND AUTOLIFT SERVICES, INC. EM 22-04: ON -CALL AUTO LIFT REPAIR SERVICES This MAINTENANCE AGREEMENT ("Agreement") is made and entered into this 17`" day of October, 2022, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and AUTOLIFT SERVICES, 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, 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 Fifteen Thousand dollars ($15,000.00) 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 October 17, 2022 to June 30, 2025. 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. 4. PREVAILING WAGES. City of El Segundo Maintenance Agreement (with Prevailing Wage) Page 1 Agreement No. 6517 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 it L:.i._, �_I )I �I\ 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 apprenticeship committee has exceeded an average of 15 percent in the 90 days before the request for certificate, or i. 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 iw. 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 established 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. City of El Segundo Maintenance Agreement (with Prevailing Wage) Page 2 Agreement No. 6517 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-ofcio 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 Labor 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; 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 CONT:RACTOR'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: Unsu-ran ce Limits cornhjned :yin j City of El Segundo Maintenance Agreement (with Prevailing Wage) Page 3 Agreement No. 6517 Commercial general liability Business automobile liability Workers compensation $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. The amount of insurance set forth above will be a combined single Iimit per occurrence for bodily injury, personal iniury, and property damage For the: policy coverage. Liability policies will be endorsed to narne 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 I (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.I. Best Company Rating equivalent to at least a Rating of "A:VIU' 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 CON"1RACTOR'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 al CONTRACfOR's own risk. City of El Segundo Maintenance Agreement (with Prevailing Wage) Page 4 Agreement No. 6517 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, rernediation, response or other plan concerning any Hazardous Waste resulting in the release of any hazardous substance into the environment, except for such toss or damage arising from CITY'-, 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. I3. 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 City of El Segundo Maintenance Agreement (with Prevailing Wage) Page 5 Agreement No. 6517 qualify the liabilities and obligations otherwise assumed by CONTRACTOR 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: Ron Griffin City of El Segundo 350 Main Street El Segundo. CA 90245 Tel. no.: 310-524-2714 Email: jpradonelsegundo.org To CONTRACTOR: Attn: Cody Woodson Autolift Services, Inc. 10764 Los Vaqueros Circle Los Alamitos. CA 90720 Tel. no.: 714-816-9890 Email: autoiiftservicesia?shcglobal.net 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 an%, City of El Segundo Maintenance Agreement (with Prevailing Wage) Page 6 Agreement No. 6517 other tenn, 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. 14. 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 (with Prevailing Wage) Page 7 Agreement No. 6517 23. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, good, 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 aureement bet«reen 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 inwrporated as if sully set forth above. There are no other understandings, terms or other agreernents expressed or implied, oral or written. J [Signatures on next page) City of El Segundo Maintenance Agreement (with Prevailing Wage) Page 8 Agreement No. 6517 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO Elias Sasso n Public Works Director ATTEST: 4j (a) P'-', Tracy ' eaver, City Clerk APPROVED AS TO FORM: MARK DME ISLEY, City Attorney oaquin ' . e7., Depu A..torn y........� Ya Attorney Insurance �eviewed by: *11aLisk Manager AUTOLIFT SERVICES, INC. Name: Title: r Taxpayer ID No. L Contractor State License No.: Contractor City Business License No.: City of El Segundo Maintenance Agreement (with Prevailing Wage) Page 9 EXHIBIT A Agreement No. 6517 10764 Los Vaqueros Circle Los Alamitos, CA. 90720 Phone (714) 816-9890 AU O ' P State Contractor's License: #A-826743 DIR #1000011699 sales@autoliftservices.com PROPOSAL SUBMITTED TO Gilbert Rivera CITY OF EL SEGUNDO 150 Illinois St El Segundo, CA 90245 Proposal -Contract Estimate No: 5259 Date: 10/5/2022 We hereby submit specifications and estimates for Total RE: REPAIRS PER ANNUAL LIFT INSPECTIONS SCOPE OF WORK: LIFT #1 INSTALL MISSING OSHA REQUIRED SAFETY INSTRUCTIONS - DISASSEMBLE LIFT AS NEEDED - REMOVE SUPERSTRUCTURES AND SAFETY LEGS - REMOVE AND REPLACE (2) LEAKING SEALS WITH NEW UNIT - SAND PISTON OF KNICKS AND SCORES - ADD APPROX 3 GALLONS OF HYDRAULIC OIL - RE -ASSEMBLE LIFT AS NEEDED - BLEED AND TEST OPERATE TO COMPLETE LIFT #2 - INSTALL NEW ID/CAPACITY TAG - INSTALL MISSING OSHA REQUIRED SAFETY INSTRUCTIONS - DISASSEMBLE LIFT AS NEEDED - REMOVE SUPERSTRUCTURE AND SAFETY LEG - REMOVE AND REPLACE DRIVERS SIDE SEAL WITH NEW UNIT - SAND PISTON OF KNICKS AND SCORES - RE -ASSEMBLE LIFT AS NEEDED - PUMP OUT APPROX 6" OF EXCESS FLUID IN TANK INTO CUSTOMER ONSITE WASTE OIL - BLEED AND TEST OPERATE TO COMPLETE LIFT #3 - REMOVE AND REPLACE WORN RUBBER PICK UP ADAPTERS WITH NEW UNITS LIFT #4 INSTALL NEW ID/CAPACITY TAG INSTALL MISSING OSHA REQUIRED SAFETY INSTRUCTIONS DISASSEMBLE LIFT AS NEEDED INSTALL (2) MISSING FRONT SAFETY ADAPTER RESTRAINT STOPS INSTALL (2) MISSING STOP PINS FOR REAR ADAPTERS REMOVE SUPERSTRUCTURES AND SAFETY LEGS REMOVE AND REPLACE BOTH FRONT AND REAR LEAKING SEALS WITH NEW UNITS SAND PISTON OF KNICKS AND SCORES RE -ASSEMBLE LIFT AS NEEDED DISASSEMBLE, CLEAN, AND LUBRICATE REAR LOCK ASSEMBLY Payment: NET 30 DAYS Total All material is guaranteed to be as specified.. All work to be completed in a workmanlike manner according to standard practices.. Any alteration or deviation from the above specifications involving extra costs will be executed only upon written orders, and will become an extra charge over and above the estimate.. All agreements contingent upon strikes, accidents or delays beyond our control, Ow workers are fully covered by Workmen's Comp., Inswance. Attorney's Fees: Ifany party to this contract resorts to legal action or arbitration to enforce any provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees in addtion to any other relief to which it may be entitled. All past due accounts are subject to a 1 1/2% finance charge per month (18 % per amrum). The purchaser, and/or leasee, agi ees that title to merchandise listed herewith shall remain with Autolift & Equipmet Service until the purchase price has been paid in frill; purchaserandim leasee, agrees to permit removal of said merchandise ifthe terms and conditions ofthis agreement have not been met.. A 15% re -stocking fee will be enforced on all non -used returned items.. Cancellation ofthis contract will incur a 25% penalty.. At the option of the Autohft & Equipment Service, upon default of any single payment, Autolift & Equipment Service may declare the entire balance due and payable immediatley.. Futhermore, the purchaser grants Lein Rights and to sell any stored items to compensate for any past due amounts. Purchaser, agrees to pay all reasonable expenses and attorney fees incurred by Seller in connection with any repossession or sale of the property, or otherwise incurred by reason of Buyer's default as permitted by law. Time is of the essence in this agreement. The terms and conditions of this agreement are subject to the approval of Autolift Services, Inc., Los Alamitos, California Purchaser understands that seller is a manufacturers distributor and therefore all claims against the merchandise are covered under manufacturers warranty and/or terms and conditions of sale, This is a legal and binding agreement upon approval by Autolift & Equipment Service, Inc.. Gedit Cards will incur a 4% additional charge to the total proposal.. Acceptance Of Contract The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to AUTHORIZED do the work as specified. Payment will be made as outlined herein. SIGNATURE: Chris Woodson NOTE: Signature: Date: is proposal may be withdrawn by us if not accepted within 30 days. Agreement No. 6517 LIST PROPOSAL SUBMITTED TO Gilbert Rivera CITY OF EL SEGUNDO 150 Illinois St El Segundo, CA 90245 10764 Los Vaqueros Circle Los Alamitos, CA. 90720 Phone (714) 816-9890 Fax: (714) 816-9899 State Contractor's License: #A-826743 DIR #1000011699 sales@autoliftservices.com Proposal -Contract Estimate No; 5259 Date: 10/5/2022 We hereby submitspecifications and estimates for: - BLEED AND TEST OPERATE TO COMPLETE LABOR (PREVAILING WAGE) 3,120.00 PARTS 1, 346.97T SHIPPING/FREIGHT 115.00 Sales Tax 104.39 Payment: NET 30 DAYS Total $4,686.36 All material is guaranteed to be as specified, All work to be completed in a workmanlike manner according to standard practices,. Any alteration or deviation from the above specifications involving extra costs will be executed only upon written orders, and will become an extra charge over and above the estimate,. All agreements contingent upon strikes, accidents or delays beyond our control.. Owworkers are fully covered by Workmen's Comp.. Insruance, Attorney's Fees: If any party to this contract iesorts to legal action or arbitration to enforce any provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees in addtion to any other reliefto which it may be entitled, All past due accounts are subject to a 1 1/2 % finance charge per month (18% per annum). The purchaser, and/or leasee, agrees that title to merchandise listed herewith shall remain with Autolift & Equipmet Service until the purchase price has been paid in fill; purchaserand/or leasee, agrees to permit removal of said merchandise ifthe terms and conditions ofthis agreement have not been met. A 15% re -stocking fee will be enforced on all non -used returned items, Cancellation of this contract will incur a 25% penalty. At the option of the Autolift & Equipment Service, upon default of any single payment, Autolift & Equipment Service may declare the entire balance due and payable immediadey.. Futherrnore, the purchaser grants Lein Rights and to sell any stored items to compensate for any past due amounts, Purchaser, agrees to pay all reasonable expenses and attorney fees incurred by Seller in connection with any repossession or sale of the property, or otherwise incurred by reason of Buyer's default as permitted by law. Time is of the essence in this agreement The terms and conditions of this agreement are subject to the approval of Autolift Services, Inc„ Los Alamitos, California. Purchaser understands that seller is a manufacturers distributor and therefore all claims against the merchandise are covered under manufacturers warranty and/or tems and conditions of sale. This is a legal and binding agreement upon approval by Autolift & Equipment Service, Inc. Credit Cards will incur a 4% additional charge to the total proposal, Acceptance Of Contract The above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to AUTHORIZED do the work as specified. Payment will be made as outlined herein. SIGNATURE: Chris Woodson NOTE: Signature; Date; is proposal may be withdrawn by us if not accepted within 30 days.