CONTRACT 7027 One Page Service AgreementAgreement No. 7027
Services Agreement
CONTRACTOR: ASSA ABLOY ENTRANCE SYSTEMS US INC.
DATE MAILED: 04/09/2024
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 20101219 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 include 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:
® 1 000 000 per occurrence.
❑ 100,000 - 300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Com en ation Insurance: as required by State Statutes with Waiver of Subro ation. (Not needed if Self-employed with
no employees and CONTRACTOR signs statement to this effect.)
® Business 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.
❑ Covy of valid Icture J.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. The attached Addendum is hereby made a part of this Agreement and is incorporated therein by this reference.
Submied by (complete all blanks}; Ct tIII.OR Cttlll'°'Y I .t t l lllllZEl) IIBACK to t l il'I! 111 iY
Company Name:
By (Print name & title):
ASSA ABLOY ENTRANCE SYSTEMS US INC.
Ruby POngle, Contract Manager
Company Street Address:
Vendor's Authorized Signature required:
1900 AIRPORT ROAD
City, State, Zip;
Date ' edl:
MONROE, NC 28110
05-0&2024
Phone:
FAX:
(714)446-0358
Vendor's Email address:
Vendors Web site:
JENNIFER.MACISAAC S AABLOY.COM
WWW.ASSAABLOYENTRANCE.US
Mail original agreement and insurance to: City of El Segundo — City Clerk 350 Main Street, Room 5, El Segundo, CA 90245-3813
Originator/Department Contact:
Department Head Approval: ELIAS SASSOON DIRECTOR OF PUBLIC WORKS � ' �a,�•
lnsura `ce A provat: a
w
City Attorney Risk Manager
One Page Services Agreement - Assa Abloy 07-01-2024 Renewal
9
Date initiated: 04-09-2024
Date Approved.
m a�.ved: ,
4/9/24
1.GENERALLY. The materials, supplies, or services (collectively,
"Purchase") covered by this services agreement 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 the 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.I1INSPECTION. The Purchase furnished must be exactly as specified in
this order, free from all defects in Seller's performance, design,
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 Seller 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.CHANGES. City may make changes within the general scope of this
order in drawings and specifications for specially manufactured supplies,
place of delivery, method of shipment or packing of the 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 time specified (or allowed by extension), Seller
will be liable to City for any excess costs incurred by City.
5.TERM I TIME EXTENSION. This Agreement's term will be from July
1, 2024 to June 30, 2025. 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 opportunity to reject.
8.PAYMENT. City will pay Selne 4h'd� rd6eWRg'd�eIltAffMnvoices 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, attorney'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.ASSIGNMENT. 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 City. Seller 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 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, Seller must pay its workers prevailiin2
Short Services Agreement with check boxes - Prevailing Wage (Updated 4_18_24) (1)
wage. It is Seller's responAfir"f; rtb"Ir1[6forbT and ifnolement any
prevailing wage requirements and Seller 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 htt :1/www,dir.ca, ov[DLSR//PWD. A copy of the
prevailing rate of per diem wages must be posted at the job site.
18. ARTIFICIAL INTELLIGENCE. Seller must not utilize, employ, or
incorporate any form artificial intelligence, machine learning, or other
similar technologies (collectively, "Al") in the provision of professional
services in this Agreement without City's express written consent. The Al
prohibition set forth directly above will not apply to general business
tools and software that may have Al components but are not directly
involved in the execution or delivery of professional services that this
Agreement covers, provided that such tools and software do not
significantly impact the quality or nature of such services. Seller must
promptly notify City, in writing, of any proposal to employ Al in
connection its provision of services to the City under this Agreement.
City will have the sole discretion to grant or deny such proposal.
19. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. In
accordance with Government Code §16.5, the parties agree that this
Amendment 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.
Seller warrants that its signatory (or signatories, as applicable) to this
Agreement has the legal authority to enter this Agreement and bind
Licensor accordingly.
20. CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence over any attached exhibit
with conflicting provisions.
21. CONSIDERATION. As consideration, City agrees to pay Seller for
Seller's services not to exceed a total of $10,000.00 for the work. City
will pay for work as specified in the attached Exhibit "A," which is
incorporated by reference..
22. EXHIBITS.
EXHIBIT A — AUTOMATIC DOOR MAINTENANCE RATES FOR FY 24-
25
Short Services Agreement with check boxes - Prevailing Wage (Updated 4_18_24) (1)
Agreement No. 7027
ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT (the "Agreement") between City of El Segundo ("The City") and
ASSA ABLOY Entrance Systems US Inc. ("ContractorNendor") RE: 7/112024 Renewal — CQ-000286773
This Addendum to the Agreement ("Addendum") is made as of the same date as the Agreement between The City and ContractorNendor. Notwithstanding anything to the contrary in the Agreement
or terms or conditions incorporated by reference into the Agreement, the parties agree as follows:
1. Pa ment and perfortm nca. Payment shall be made to ContractorNendor no later than thirty (30) days from the date of invoice. In the event The City's obligation to pay
ContractorNendor Is contingent upon its receipt of payment from the Owner, and ContractorNendor does not receive such payment for a reason other than for Contractorpendors non-performance,
The City shall promptly advise ContractorNendor in writing. The City shall work diligently on ContractorNendors behalf to pursue the prompt release of funds by the Owner and The City expressly
agrees to pay ContractorNendor within ninety (90) days from the date of invoice, even if payment has not been received by Owner. In no event shall ContractorNendor waive its rights to file a lien
for any amounts due under the Agreement. Notwithstanding anything to the contrary set forth in the Agreement, The City shall not be entitled to any discount with respect to any payment made to
ContractorNendor.
2. service Obligations. The City agrees not to perform or permit others to make alterations, additions, adjustments, or repairs or replace any component or part of the equipment during
the term of this Agreement. It is The City's responsibility to notify ContractorNendor if an unsafe condition exists, to disable any door that is operating in an unsafe manner and to provide
ContractorNendor with twenty-four (24) hours' written notice of any accident, alteration or change affecting the equipment. ContractorNendor will not be held responsible for any damages, injuries
and liability as a result of The City's failure to fulfill its responsibilities. It is The City's responsibility to perform the daily safety checklist that was provided by the door manufacturer at the time of
purchase. Notwithstanding anything to the contrary set forth in the Agreement, all references to liquidated damages are hereby deleted.
3. Warranty ContractorNendor warrants all new parts installed' by ContractorNendor for a period of one (1) year against failure due to defective material or workmanship under normal
use by The City. ContraclorN'endor's sole obligation shall be to repair or replace such defective parts. Rebuilt parts are covered by a ninety (90) day limited warranty, All other parts are covered by
the warranty as stated by the manufacturer. ALL. OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR USE ARE HEREBY DISCLAIMED. THE FOREGOING EXPRESSES ALL OF CONTRACTORNENDOR'S OBLIGATIONS AND LIABILITIES WITH RESPECT TO THE
PRODUCTS FURNISHED BY IT HEREUNDER.
4. Insurance S Indemnlficali n. Notwithstanding anything to the contrary set forth in the Agreement, ContractorNendors obligation to (i) maintain insurance shall be limited to the types
and amounts of coverage set forth an the certificate of insurance submitted by ContraclorNendor and (IQ indemnification obligations of ContractorNendor in the Agreement shall apply only if
ContractorNendor has been timely notified in writing and to the extent that ContractorNendors acts or omissions are the proximate cause of any third -party claims, liability, losses, costs, expenses
or damages (collectively, "Claim"). ContractorNendor shall have no obligation to indemnify any party to the extent any Claim is caused by the acts or omissions of The City or other parties not
related to ContractorNendor. If a Claim occurs which is covered by ContractorNendors indemnification obligations, ContractorNendor shall have sole control of the defense, settlement or other
compromise of such Claim and The City shall reasonably cooperate with ContractorNendor in the defense of such Claim.
5. Llmita, ton of Llablifit. In no event shall ContractorNendor be liable for any indirect damages of any kind, including without limitation, consequential damages, lost profits,
lost savings or other economic tosses, incidental damages, or punitive damages or for cover damages, even if such damages are foreseeable or ContractorNendor has been advised
of the possibility of such damages. In no event shall the aggregate liability of ContractorNendor arising from or related to the Agreement exceed the amounts paid by The City,
howsoever arising and irrespective of the type of Claim.
6. Bonds. Should The City opt for a Bond(s) as described in this section, The City shall pay ASSA ABLOY Entrance Systems US Inc.'s direct cost for such bond(s).
7. erect of Addendum. The parties expressly agree that the terms and conditions contained in this Addendum shall supersede and control over any conflicting provisions in the Agreement.
IN WITNESS WHEREOF, the parties have entered into this Addendum as of the date written below.
The City: m
Cit "'Et undo
Slgnahr
ContractorNendor:
ASSA ABLOY Entrance Systems US Inc.
SIgnatur
Ruby Pringle /Contract Manager
Print Namerritle
05-08--2024
Date
Print Nam )
Date
One Page Services Agreement - Assa Abloy 07-01-2024 Renewal
4/9/24
Agreement NQ 7Q27
EXHIBIT A
2024 Rates for Service
Regular Time Hourl Rate:
Travel: $199.00
Labor: $199.00
Overtime Hourly Rate & Saturday:
Travel: $298.50
Labor: $298.50
Sunday & Holida 's:
Travel: $398.00
Labor: $398.00
Each billable service callgets:
(1) $49.00 fee for Supplies & Hardware