CONTRACT 6654 Public Works ContractAgreement No. 6654
PUBLIC WORKS AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
E.J. WARD, INC.
THIS PUBLIC WORKS AGREEMENT ("Agreement") is made and entered into this 281h
day of March, 2023, by and between the CITY OF EL SEGUNDO, a general law city
and municipal corporation ("CITY") and E.J. WARD, INC., a Texas corporation
("CONTRACTOR").
The Parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONTRACTOR agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B. As additional consideration, CONTRACTOR and CITY agree to abide by
the terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONTRACTOR on a
lump sum basis an amount 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.
D. CONTRACTOR will furnish all of the labor; supplies and materials;
equipment; printing; vehicles; transportation; office space and facilities; all
tests, testing and analyses; and all matters whatsoever (except as
otherwise expressly specified to be furnished by the City) needed to
perform and complete the Work and provide the services required under
this Agreement.
2. TERM. The term of this Agreement will be from March 28, 2023, to June 30, 2026.
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
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Agreement No. 6654
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.
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.
13. 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 htt //www,dir.ca. ov/DLSR/P'WD. 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 appren-
ticeship committee has exceeded an average of 15 percent in the
90 days before the request for certificate, or
ii. 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.
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Agreement No. 6654
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
any apprenticeable 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 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-officio 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 CONTRACTOR's own risk until written
instructions are received from CITY.
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Agreement No. 6654
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:
Commercial general liability:
Business automobile liability
Workers compensation
$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 01 06 92, including symbol 1 (Any Auto).
D. CONTRACTOR will furnish to City duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement, endorsements as required herein, and such other evidence of
insurance or copies of policies as may be reasonably required by City
from time to time. Insurance must be placed with insurers with a current
A.M. Best Company Rating equivalent to at least a Rating of "A:VII."
Certificate(s) must reflect that the insurer will provide thirty (30) day notice
of any cancellation of coverage. CONTRACTOR will require its insurer to
modify such certificates to delete any exculpatory wording stating that
failure of the insurer to mail written notice of cancellation imposes no
obligation, and to delete the word "endeavor" with regard to any notice
provisions.
E. Should CONTRACTOR, for any reason, fail to obtain and maintain the
insurance required by this Agreement, City may obtain such coverage at
CONTRACTOR's expense and deduct the cost of such insurance from
payments due to CONTRACTOR under this Agreement or terminate.
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Agreement No. 6654
7. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work underthis
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.
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.
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Agreement No. 6654
C. CONTRACTOR expressly agrees that this release, waiver, and indemnity
agreement is intended to be as broad and inclusive as is permitted by the
law of the State of California and that if any portion is held invalid, it is
agreed that the balance will, notwithstanding, continue in full legal force
and effect.
D. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
E. The requirements as to the types and limits of insurance coverage to be
maintained by CONTRACTOR as required by this Agreement, and any
approval of said insurance by CITY, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by
CONTRACTOR pursuant to this Agreement, including, without limitation,
to the provisions concerning indemnification.
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: Attn: Ron Griffin
City of El Segundo
350 Main Street
El Segundo, CA 90245
To CONTRACTOR: Attn: Alex Hirsch
E.J. Ward, Inc.
12621 Silicon Drive, Suite 113
San Antonio, TX 78249
B. When addressed in accordance with this paragraph, notices will be
deemed given upon deposit in the United States mail, postage prepaid. In
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Agreement No. 6654
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.
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
gither 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.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.
19.ACCEPTANCE OF ELECTRONIC SIGNATURES. This Agreement may be
executed by the Parties on any number of separate counterparts, and all such
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Agreement No. 6654
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 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 or written.
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Agreement No. 6654
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO
a ne I law city.
Darre George,
City Manager
ATTEST:
Trac Weaver„
City Clerk
E.J. WARD, INC.
1, ..............�
Nen-ie
Title
Taxpayer ID No,
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
J�a�iu-i-wVazquez, i�sistant City Attorney
INSURANCE: AP OVAL:
Hank Lu,
Risk Manager
Page 9 of 8
EXHIBIT A Agreement No. 6654
-17'
Telematics and Fuel Control
City of El Segundo - SaaS with Hardware & Labor (rekvl) - 03-16-2023
Sourcewell 010929201W
. . . .......................
I includes -Tank Level Monitoring and Compliance Reporting Module
Tank Level Monitoring and Compliance Reporting Module - (Requires connection to an existing compatible TLS)
TI-5 must have or accept TCP/IP network card (additional cost) without firmware upgrades or additional charges will apply
Customer is responsible for CATS/6 cable networking from TLS to FCT unless quoted separately
Part #
Description - Cloud Hosted Fuel View IOT Software Application
Qty
Price / Month
Extended
IOT-SaaS
. . .............. -
Hosting Fuel View IOT-Includes Cellular Option-24x7x365 Call Center Support
Year 1
$699,00
$8,38800
(1) FCT-IOT- Cell Modem - Keypad Entry, FOB, CANceiver and TAG use enabled
I
Software Implementation /Account Activation
Software User and Administrator -Training - Online (2hr Session)
IOT-SaaS
Hosting - 24x7x365 Call Center Support
Year 2
S705,19
58,462,23
IOT-SaaS
Hosting - 24x7x365 Call Center -Support
Year 3
S711 56
58,53875
Part #
Model/Description
Qty
Price
Extended
FCT-IOT-1 OH
I 0-hose IOT Terminal - Keypad Entry, FOB, CANceiver and TAG use enabled
1
S12.996 23
$12,996,23
EXCLUDED: Any non standard cellular antenna configuration caused by a local environmental
condition outside E.J. Ward control,
KEY-ENCODE-5321
Encoder Key Fob Mifare 1434
1
$684.02
No Charge
KEY-FOB-1434
Key Fob Mifare Unprogrammed 1434
10
$11.97
No Charge
Part #
Model/Description
City
Price
Extended
LABORPM
Project Management (per hour)
8
$160.00
S1,280,00
Install - Fuel Control Terminal, Includes Testing and local operator training
q
$8,433 33
$8,433.33
FCT Installation: (1) unit(s)
• Requires use of existing mechanical and electrical wiring, piping and other related connections and they
must meet existing local, state, and national codes; or licensed electrician, permits and/or drawings are
required, additional charges will apply, Remove existing Gasboy system and install (1) IOT unitto
control (6) hoses, 4-unleaded & 2-diesel, No connections to the Veeder Root or any
other fueling products will be performed at this time Existing pulsars, wiring and
conduit will be reused.
NOTE: Prevailing Wage is included
EXCLUSIONS:
nstallation, repair, wiring of any kind on existing fuel dispensers
-Installation, replacement or repair of damaged conduit, wire and/or -junction boxes
:
above/below ground Installation or pulling of new wire and or communication cable of any kind if not
specified Cost increases of the equipment or materials 30 days after the date of this proposal,
if increases occur the additional cost will be charged as an extra. Replacement or repair of any existing
equipment beyond the scope of this proposal. Engineering, architectural drawings, or blueprints of any kind
'.-Permitting f any kind Trenching, concrete work, asphalt patch
Shipping and Handling i 1
5425-00
Subtotal
$ a
Hosting and all Hardware and Labor Shown - 24x7x365 Call Center Support with
Year I
Total
$31,522,56
Hosting - 24x7x365 Call Center Support
Year 2
Total
$8.462,23
Hosting - 24x7x365 Call Center Support
Year 3
Total
$8,538,7S
Notes: 1. Quote valid until 5-30-2023
2. AhAnnum 3 yearagreement uequired on .111 SaaS lmplementatibns, longer fixed fee teen. ay.ihble. upon request
.3. Irmiudes I ifetinne Soft—,.: Version Updates wflhfle on a 5-5 Ag—lmnt
4. 1 ricludes 24x7x365 Call Counter Suppovt while ov7 the SaaS platform
5. A levIaMumum olf 24 rullifirig nmonths of live data wffl The availal:Ae before anchive for all S—S austomers.
6. Wai—oly DOES 1140T hwAude Hardwws, or Software tl,mt i, ul-l.ued "IEND OF LIFE" ov previously dedwed unsuppovt.bla
7. Software use governed by the Find User I ionfuse Agreement (E J LA)
12621 Silicon Drive, Suite 113, San Antonio, TX 78249
Tel: 210- 824-7383
www.ewward.com