CONTRACT 6657 One Page Service AgreementAgreement No. 6657
CONTRACTOR: R F. MacDonald
Services Agreement
DATE MAILED: 3/23/2023
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El
Segundo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 20 10 1185 or
equivalent. The amount of insurance set forth below 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 the City, its officials, and employees as
"additional insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by the City will be excess thereto. Such insurance must 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 the
City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or
an authorization to begin work.
® Com rehensive General Liability, including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence.
® Auto Liability, including owned, non -owned and hired vehicles with at least:
® 1000 000 per occurrence.
❑ 10�t 00,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Compensation Insurance: as required by State Statutes with WaLver of Subrogation (Not needed if Self-employed with
no employees and CONTRACTOR signs statement to this effect.)
® easiness License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @ (310) 524-2340 if you have questions.
❑ Copy of valid icture I.D. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CITY.
= .1
Company Name:
R.F MacDonald
By (Print name & title):
John Garcia, VP of service & operations
Company Street Address:
Vendor's °'thori d 11 Signature required:
10261 Matem Place
—"
City, State, Zip:
Da"neo 4 / 5 / 2 0 2 3
Santa Fe Springs, CA 90670
Phone:
FAX
714) 257 - 0900
Vendor's Email address:
Vendor's Web site:
Mail original agreement and
Originator/Department Contact:
Department Head Approval:
Insurance ro I:
Cily Attorney
El Segundo — City Clerk 350 Main Street, Room 5, El Segundo, CA 90245-3813
Date initiated: Z�f L�'Z
A v
City Manager City
Date Approved:`« r'` r
W1' ' 1
R.F MacDonald CO. Service Agreement 3122123
Agreement No. 6657
RALh
"Purchase") coveredby thisservicessupplies, rvicesagreement and purchase order
("order") must be furnished by Seller subject to all the terms and
conditions contained in this order which Seller, in accepting this order,
agrees to be bound by and comply with in all particulars. No other terms
or conditions are binding upon the parties unless subsequently agreed to
in writing. Written acceptance or shipment of all or any portion of the
Purchase covered by this order constitutes unqualified acceptance of all
terms and conditions in this order. The terms of any proposal referred to
in this order are included and made a part of the order only to fhe extent
it specified the Purchase ordered, the price, and the delivery, and then
only to the extent that such terms are consistent with the terms and
conditions of this order.
2.INSPECTION. The Purchase furnished must be exactly as specified in
this order, free from all defects in Sellers performance,: de -sign,
workmanship, and materials, and, except as otherwise provided, is
subject to inspection and test by City at all times and places. If, before
final acceptance, any Purchase is found to be incomplete, or not as
specified, City may reject it, require Wier to correct it without charge, or
require delivery of such Purchase at a reduction in price that is equitable
under the circumstances. If seller is unable or refuses to correct such
items within a time deemed reasonable by City, City may terminate the
order in whole or in part. Seller bears all risks as to rejected Purchases
and, in addition to any costs for which Seller may become liable to City
under other provisions of this order, must reimburse City for all
transportation costs, other related costs incurred, or payments to Seller
in accordance with the terms of this order for unaccepted Purchases.
Notwithstanding City's acceptance of any Purchase, Seller is liable for
latent defects„ fraud, or such gross mistakes as constitute fraud.
3.CHANOES. City may make changes within the general scope of this
order in drawings and specifications for specially manufactured supplies,
piece of delivery, method of shipment or packing of he order by giving
notice to Seller and subsequently confirming such changes in writing. If
such changes affect the cost of or the time required for performance of
this order, an equitable adjustment in the price or delivery or both must
be made. No change by Seller is allowed without City's written approval.
Any claim by Seller for an adjustment under this section must be made
in writing within thirty (30) days from the date of receipt by Seller of
notification of such change unless City waives this condition In writing.
Nothing in this section excuses Seller from proceeding with performance
of the order as changed.
4. TERMINATION, City may terminate this order at any time, either
verbally or in writing, with or without cause. Should termination occur,
City will pay Seller as full performance until such termination the unit or
pro rata order price for the performed and accepted portion of the
Purchase. City may provide written notice of termination for Seller's
default if Seller refuses or fails to comply with this order. If Seller does
not cure such failure within a reasonable time period, or fails to perform
the Purchase within the three specified (or allowed by extension), Seller
will be liable to City for any excess costs incurred by City.
5.TERM f TIME EXTENSION. This Agreement's term will be from March
23,2023 to February 28,2024 City may extend the time for completion if,
in City's sole determination, Seller was delayed because of causes
beyond Seller's control and without Seller's fault or negligence. In the
event delay was caused by City, Seller's sole remedy is limited to
recovering money actually and necessarily expended by Seller because
of the delay; there is no right to recover anticipated profit.
&REMEDIES CUMULATIVE. City's rights and remedies under this order
are not exclusive and are in addition to any legal rights and remedies.
7.TITLE. Title to materials and supplies purchased under this order
pass directly from Seller to City upon City's written acceptance following
an actual inspection and City's 0000rtunity to reiect.
&PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay cartage, shipping, packaging or boxing
expenses unless specified in this order. Drafts will not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City
harmless from and against any claim„ action, damages, costs (including,
without limitation, attonney's fees), injuries„ or liability, arising out of the
Purchase or the order, or their 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 the Purchase or
order, or their performance. Seller will defend City (at City's request and
with counsel satisfactory to City) and indemnify City for any judgment
rendered against it or any sums paid out in settlement or otherwise. For
purposes of this section "City" includes City's officers, elected officials,
and employees. It is expressly understood and agreed that the
foregoing provisions will survive termination of this order. The
requirements as to the types and limits of insurance coverage to be
maintained by Seller, and any approval of such insurance by City, are
not intended to and will not in any manner limit or qualify the liabilities
and obligations otherwise assumed by Seller pursuant to this order,
Including, without limitation, to the provisions concerning indemnification.
10.WARRANTY. Seller agrees that the Purchase is covered by the
most favorable commercial warranties the Seller gives to ,any customer
for the same or substantially similar supplies or services, or such other
more favorable warranties as is specified in this order. Warranties will
be effective notwithstanding any inspection or acceptance of the
Purchase by City.
11.ASSINMENT. City may assign this order, Except as to any
payment due under this order, Seller may not assign or subcontract the
order without City's written approval. Should City give consent, it will not
relieve Seller from any obligations under this order and any transferee or
subcontractor will be considered Seller's agent.
12.INSURANCE. Seller must provide the insurance indicated on the
face sheet of this Services Agreement
13.PERMITS. Seller must procure all necessary permits and licenses,
and abide by all federal„ state, and local laws, for performing this order.
14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
will act as an independent contractor and will have control of all work
and the manner in which is it performed. Seller will be free to contract
for similar service to be performed for other employers while under
contract with Co. Seller is not an agent or employee of City and is not
enfitled to participate in any pension plan, insurance, bonus or similar
benefits City provides for its employees. Any provision in this order that
may appear to give City the right to direct Seller as to the details of doing
the work or to exercise a measure of control over the work means that
Seller will follow the direction of the City as to end results of the work
only.
15.WAIVER. City's review or acceptance of, or payment for, work
product prepared by Seller under this order will not be construed to
operate as a waiver of any rights City may have under this Agreement or
of any cause of action arising from Seller's performance. A waiver by
City of any breach of any term, covenant„ or condition contained in this
order 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 order,
whether of the same or different character.
%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.
17. PREVAILING WAGES, If required by applicable state law including,
without limitation Labor Code §§ 1720 (as amended by AB 975 (2001)),
1771, 1774, 1775, and 1776, CONTRACTOR mast oav its workers
RT MacDonald Service Agreement Revised 416123
Agreement No. 6657
prevailing wage. It is CONTRACTOR'S r spon obili'ty to interpret and
implement any prevailing wage requirements and CONTRACTOR
agrees to pay any penalty or civil damage 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
hltoJwvwv.dir.ca qov/DLSR/PWQ. A copy of the prevailing rate of per
diem wages must be posted at the job site.
18.CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence over any attached exhibit
with conflicting provisions.
18. CONSIDERATION. As consideration, CITY agrees to pay
CONTRACTOR for CONTRACTOR's services not to exceed a total of
$20,000 (Twenty -Thousand dollars) for the work. CITY will pay for work
as specified in the attached Exhibit "A," which is incorporated by
reference..
20.EXHIBITS. Exhibit "A" — Scope of Services
R.F MacDonald Service Agreement Revised 4/6/23
Agreement No. 6657
City of El Segundo
Public Works
150 Illinois Street
El Segundo CA 90245
EXHIBIT "A,$ _ S90PE CP SERVICES
• Check in with customer and follow all Safety protocols.
• Lock out and tag out all necessary energy source.
• Trouble shoot boiler for issues that keep it from operating.
• If repairs can be made make repairs.
• If repairs can't be made, make recommendations for repairs including parts and labor.
• Clean up work area and tools.
• Upon completion of full testing, your field service representative will submit an engineering report for your review
and records. The engineering report will summarize all work completed, detail corrective action required and
recommended solutions. Your Customer Service representative will contact you regarding recommendations.
RT MacDonald CO. Service Agreement 3123/23
Agreement No. 6657
February 6, 2023
City of El Segundo
Public Works Department
150 Illinois St.
El Segundo, Ca. 90245
Attention: Carlos Aguilar / Jorge Prado
10261 Malern Place
Santa Fe Springs, CA 90670
Phone: 714.257.0900
Fax: 714,257.1176
www.rfmacdonaid.com
Proposal # QUO.139488-JI K8130 ' F .,.',,.
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Subject: Trouble Shooting CB boiler at City of El Segundo Library.
Reference: Cleaver Brooks boiler, Model: CFC-700-750-60HW, Serial: MB-001258
The following is the Proposal to Trouble Shoot CB boiler at City of El Segundo Library on T&M not to exceed.
Scooe of work:
• Check in with customer and follow all Safety protocols.
• Lock out and tag out all necessary energy source.
• Trouble shoot boiler for issues that keep it from operating.
• If repairs can be made make repairs.
• If repairs cant be made make recommendations for repairs including parts and labor.
• Clean up work area and tools.
• Upon completion of full testing, your field service representative will submit an engineering
report for your review and records. The engineering report will summarize all workcompleted,
detail corrective action required and recommended solutions. Your Customer Service
representative will contact you regarding recommendations.
Time and material cost for the above scope of work is .............. ............................... $ 2,250.00
Acceptance: - [fate: `� ^ Zk - 2-0.7 3
(Signat fperson authorized to purchase)
Print Name of Person:� , 4Lt
Purchase Order No.
Regards,
ll4rricrMe
Darrell Miles
Boiler Service Aftermarket Sales
R.F. MacDonald Company
Agreement No. 6657
r
MacDonald
"t, t Februaryt
The following sets forth the sale and payment terms and condition policies of R.F. MacDonald Co. It constitutes the general
agreement between R.F. MacDonald +Cwo. ("R,F. MacDonald Co.", the "Company" or "we") and you, Its customer, under which
products, service and parts are sold, credit Is extended and payments are expected..
This policy supersedes all previous sales and credit, payment terms and conditions, and finance policies Issued by R.F. MacDonald Co.
and shall remain in effect until further notice.. The company reserves the right to change this policy and agreement at any time.
EXTENSION OF CREDIT
Credit Is one of the most important services R.F. MacDonald Co. offers to you as a customer. An open line of credit is established for
you based upon your needs, financial strength, and history of meeting your credit obligations.
In order to insure you the best possible prices and service, we must enforce a credit and collections policy based upon sound business
principals and good Judgment.
INVQI9(NQ..ANO PAYM9E IERMS
Payment Term are a down payment, balance Net 30 (upon approval of credit) on all Invoices unless other arrangements are made
In advance of shipment. When opening a now account with an order„ the Company may require payment with the initial order so as not
to delay shipments while credit references and financial information are being reviewed. We reserve the right to suspend or terminate
any further performance under this agreement or otherwise in the event payment Is not made when due. Quotes are valid for 30 days.
Equipment will not be started up unless 90% of the purchase price of the equipment has been paid.
Mgm.ent Toms Unless otherwise specified in writing signed by an authorized representative of the Company, all shipments are Ex
Works the manufacturer's factory or R.F. MacDonald Co. warehouse as applicable, 'Title to the merchandise shall pass to the buyer
upon delivery to the carrier and thereafter all risk of loss or damage shall be the buyer's.
SMIce Charges We reserve the right to take action to collect any Invoice which is not paid when due. We also assess a 'date ,payment
SERVICE' CHARGE on the day following the due date and monthly thereafter against all amounts remaining unpaid on each such date.
Subject to any limitations that may be imposed by applicable law, the amount of this charge is t of the amount remaining unpaid on
each ,such dale.
This policy will be applied to customers who permit their account to become delinquent. It is your responsibility to notify R.F. MacDonald
Co. of any extenuating circumstances that may affect ,your payment and work out a solution. Please know that our interest lies not in.
collecting a service charge, but In receiving timely payments of your invoice.
W_arranly gn Eauloment and Material Provided §v MADUfgcturer
You will rely solely on the warranty provided by the manufacturer. Your sole and exclusive remedy for breach of warranty shall be as
provided in the manufacturer's standard warranty.
R.F. MacDonald Co, makes no warranty express or implied of any kind. We make no claim of fitness or merchantability or any other
warranty, express or implied, nor is anyone else, whether employed by R.F. MacDonald Co., or not, authorized to do so on our behalf.
We speciOcalty disclaim the warranty of merchantability and the warranty of fitness.
You will be invoiced in the regular manner for all materials and parts even though it may be an in -warranty transacllion, Credit will be
Issued promptly on our receipt of proof of return, and, as long as the return Is within the prescribed time limit and has been properly
authorized. Please note that withholding payment of any invoice in anticipation of an In -warranty credit is not allowed with our terms of
safe..
For any items or components proposed as a substitute to specified items, it is understood that seller makes no guarantee that the
products submitted will be accepted by the approving authority.
In no event shall R.F. MacDonald Co. be liable to you or any person„ corporation or other type of legal entity for any special, direct,
Indirect, incidental, liquidated or consequential damage of any kind', Including but not limited to, loss of products, loss of time, loss of use,
foes of production, loss of savings or revenues, cost of replacement goods, labor costs or other charges in connection with product use or
malfunction, the repair or replacement of dafeciive parts whether such claims are alleged In strict liability, negligence, tort„ contract or
otherwise and even if R.F. MacDonald Co. Is informed in advance of the possibility of such damages.
LilMiLtd Warrantyon R.E, MacDonalid Labor " f
If you are retaining the services of R.F. MacDonald Co.'s service department, R.F. MacDonald Co. warrants that labor performed will be
free from defecl for a period of one year from the completion of work. This limited warranty excludes remedy for damage or defect
caused by accident, misuse, abuse, modifications not executed by R.F. MacDonald Co., improper or insufficient maintenance, or
Improper operation, Installation, operation, and maintenance shall be in accordance with the product manuals provided by the equipment
manufacturer. R.F. MacDonald Co. shall be notified within ten (t 0) business days of first knowledge of defect by owner or its agent.
R.F. MacDonald Co.. shall be given first opportunity to make any repairs, replacements, or corrections to the defect within a reasonable
period of time. R.F. MacDonald Co. makes no implied warranty of any kind. In no event shall R.F. MacDonald Co_ be liable by virtue of
this 11mited warranty or otherwise to you or any person„ corporation or other type of legal entity for any special, indirect, incidental,
liquidated or consequential damage of any kind.
Agreement No. 6657
AM%, Nnald Co.
tierMaw
February 6, 2023
CLAIMS
You are responsible for inspecting merchandise on receipt and for filing claims with the carriers for damage or loss. All claims for
shortages and damages must be made in writing to the carriers within ten (10) days of receipt, We suggest you call the carrier
Immediately upon noticing any possible freight related damage and arrange for inspection before proceeding with unpacking.
Photographs taken white the delivery truck is stilt on sight are recommended if possible.
Under no circumstances may you withhold payment or charge the Company for freight or warranty related claims
No claim for expenses Incurred for corrective work done on merchandise provided by the Company will be considered or accepted unless
specfically, agreed to in writing, in advance of the work being done, by an authorized manager of the Company.
N ATION Mg AS ISTAN E
If at any time you have a question on an Invoice from the Company, a call or note to our accounting department will bring
prompt action toward getting the problem resolved.
If it becomes necessary, at R.F. MacDonald Co.'s discretion, to lake legal action In order to collect your account, R.F. MacDonald Co.
shall be entitled to recover, in addition to any other recovery, its court costs, reasonable attorney's fees and all other collection expenses.
If it becomes necessary, at R.F. MacDonald Co.'s discretion, to take legal action in order to collect your account, R.F. MacDonald Co.
shall be entitled to recover, in addition to any other recovery, its court costs, reasonable attorney's fees and all other collection expenses.
If you have any questions regarding this policy, please contact our office.
We appreciate your business and look forward to providing you with reliable equipment, parts and service.
Please acknowledge below your receipt and agreement to the provisions of this policy statement.
lr eorila
R.F. MacDonald Co.
25920 Eden Landing Road
Hayward, CA 94545
Phone: (510) 784-0110
Fax: (510)784-1004
APPLICABLE LAW: This agreement shall be governed by the substantive laws of the State of California
Acknowledged and Agreed To:
Company Name: i C ^ uxv 7G
Signature: _.
NamefTitle: C l �a �^I agi t s'�(` ✓f C.e= s �c C tZ.Cra 1�-':1`
Date: