CONTRACT 7377 Maintenance and Repair AgreementAgreement No. 7377
05/2025
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
GOLDEN METERS SERVICE, INC.
This MAINTENANCE AGREEMENT is entered into this 1st day of July, 2025, by and
between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY") and GOLDEN METERS SERVICE, 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, 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 for
CONTRACTOR's services an amount not to exceed seven thousand
dollars ($7,000.00) annually in each fiscal year rates set forth in the
attached Exhibit "A" which is incorporated by reference, for
CONTRACTOR'S services. CITY will remit payment promptly, but not later
than 30 days after receiving any CONTRACTOR invoice.
2. TERM. The term of this Agreement will be July 1, 2025 to June 30, 2028. 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.
4. PREVAILING WAGES.
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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 http://www.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:
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 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
L 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.
6. INSURANCE.
A. Before commencing performance under this Agreement, and at all other
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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
Mll
$1,000,000
Proof of Insurance
Statutory requirement.
A. Commercial general liability ("CGL") insurance must meet or exceed the
requirements of ISO-CGL Form No. CG 00 01 04 13, or equivalent,
covering CGL on an "occurrence" basis, including property damage, bodily
injury and personal & advertising injury with limits no less than $1,000,000
per occurrence. If a general aggregate limit applies, either the general
aggregate limit shall apply separately to this project/location (ISO CG 25
03 or 25 04) or the general aggregate limit shall be twice the required
occurrence limit.
B. For automobiles, the insurance must meet or exceed the requirements of
Insurance Services Office Form Number CA 0001 covering Code 1 (any
auto), or, if CONTRACTOR provides proof of a personal automobile
policy, such personal policy must include and indicate business venture
coverage with limits no less than $1,000,000 per accident for bodily injury
and property damage. If CONTRACTOR has no owned autos, Code 8
(hired) and 9 (non -owned), with limits no less than $1,000,000 per
accident for bodily injury and property damage must be included in
coverage.
C. 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. CITY's additional insured status will apply with respect to liability
and defense of suits arising out of CONTRACTOR's acts or omissions.
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, and the notice must include any necessary
endorsement to facilitate such notice to CITY.
D. CONTRACTOR will furnish to CITY valid Certificates of Insurance
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evidencing maintenance of the insurance required under this Agreement,
a copy of an Additional Insured endorsement confirming CITY has been
given Additional Insured status under the CONTRACTOR's General
Liability policy, 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."
E. Required insurance endorsement language is as follows:
i. Additional Insured Endorsement with this language: "The City of El
Segundo, its elected and appointed officials, employees, and
volunteers as additional insureds."
ii. Cancellation Endorsement with this language: "The City of El
Segundo will receive thirty (30) days written notice in the event of
cancellation, nonrenewed or reduction."
iii. Primary and Non -Contributory Endorsement with this language:
"Coverage is primary and non-contributory such that any other
insurance that may be carried by the City will be excess thereto."
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
authorization to proceed, any
CONTRACTOR's own risk.
8. TERMINATION.
work in advance of receiving written
such professional services are at
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
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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
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
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over the work means that CONTRACTOR will follow the direction of the CITY as to end
results of the work only.
10. NOTICES.
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:
If to CONTRACTOR:
Attention: Operations
Golden Meters Service, Inc.
107 S Edward Avenue
Fullerton, CA 92833
(714) 653-2900
golden metersservice@gmail.com
If to CITY:
Attention: Jesse Pedroza
City of El Segundo
350 Main Street
El Segundo, CA 90250
(310) 524-2744
jpedroza@elsegundo.org
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. 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. PROHIBITED USE OF ARTIFICIAL INTELLIGENCE.
A. Restriction on Artificial Intelligence Usage. CONTRACTOR 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.
B. Exclusions. 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.
C. Notification. CONTRACTOR 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
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such proposal.
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 any other term, 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.
19.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 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
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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. CONSULTANT warrants that its signatory (or signatories, as
applicable) to this Agreement has the legal authority to enter this Agreement and bind
CONSULTANT accordingly.
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.
23. 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.
24. 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.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO
a general law city,
Elias Sassoon,
Public Works Director
ATTEST:
M-"! �"
Susan Truax,C ty Cl&k
APPROVED AS TO FORM:
MARK D. HENSLEY CITY ATTORNEY
q ,
By.,
Da,vi King, AssistM ity Attorney
GOLDEN METERS SERVICE, INC.
MANUEL MORENO CEO
Title
Taxpayer ID No. 45-5354896
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Exhibit "A"
Agreement No. 7377
Golden Meters Service Inc.
107 S Edward Ave
Fullerton, CA 92833
+17146532900
Golden MetersService@gmail.com
www.GoldenMeters.com
ADDRESS
City of El Segundo
400 Lomita Street
EI Segundo, CA 90245
LARGE METER TESTING RATES JULY 2025-JUNE 2028
ALL RATES ARE LABOR ONLY, NO PARTS ARE
INCLUDED
3" AND LARGER FIELD TESTING
MINIMUM 6 METERS PER DAY
IF LESS THAN 6 METERS, TESTING WILL BE BILLED PER
HOUR PLUS TRAVEL TIME PORTAL TO PORTAL
TEST ONLY: TURBINES & COMPOUNDS 0........ 275.100. 0 0
IN ADDITION, IF NEEDED: _.
REPAIR/CALIBRATION & RETEST BILLED PER HOUR @ 0��� 0.00 0.00
$115/HR
PRODUCTION METERS
3" & LARGER PITOT TUBE OR ULTRASONIC TEST ONLY �nw m 0.. 275 00 0.00
IN ADDITION, IF NEEDED
.........
REPAIR/CALIBRATION & RETEST BILLED PER HOUR @ 0 0.00
$115/HR
SMALL METER TESTING
TESTING PERFORMED AT OUR FACILITY
5/8".-1." TEST ONLY �.� 0. 80..00.._ 0.00
1.5"-2" TEST ONLY 0 135.00 0.00
THANK YOU FOR YOUR BUSINESS!
Agreement No. 7377
PICKUP & DELIVERY WILL BE BILLED PER HOUR
Thank you for your inquiry. Feel free to reach out to SUBTOTAL
us with any questions or concerns. TAX
TOTAL $0.00
Accepted By Accepted Date
THANK YOU FOR YOUR BUSINESSI