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CONTRACT 7393 Maintenance and Repair AgreementAgreement No. 7393 ON -CALL MAINTENANCE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND ALOHA DOORS GM 25-13 ON CALL DOOR REPAIRS This ON -CALL MAINTENANCE AGREEMENT ("Agreement") is made and entered into as of this 15th day of July, 2025, ("Effective Date") by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation ("City") and ALOHA DOORS INC., a CALIFORNIA CORPORATION ("Contractor"). The Parties agree as follows: 1. WORK. A. Contractor shall perform the on -call services described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference ("Services" or "Work"). B. The specific services required of Contractor under this Agreement will consist of the tasks and obligations defined in one or more Task Orders approved by the City and Contractor, in response to specific project scoped of work and services requested by the City. Any duly executed and approved Task Order will become a part of this Agreement. All Task Orders up to twenty-five thousand dollars ($25,000) may be approved by the Director of Public Works or designee. All Task Orders over $25,000 require approval of the City Manager. The standard form for the Task Order is set forth in Exhibit "B." No Services shall be provided until the Task Order is approved by the appropriate party. C. Services required by the City will be provided on an as -needed basis with City determining and advising Contractor as to when specific services are required to be performed or completed by the Contractor. D. Contractor will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, and equipment, necessary or proper to perform and complete the work and provide the services required of Contractor by this Agreement. 2. TERM. The term of this Agreement shall be from the Effective Date as set forth in the first paragraph of this Contract to JULY 1, 2025 TO JUNE 30,2026 unless terminated earlier in accordance with the terms of this Agreement. The Agreement may be renewed upon mutual consent of the Parties and the appropriate approvals. Agreement No. 7393 3. COMPENSATION. A. City shall pay Contractor for the on -call Services as set forth by all Task Orders in accordance with the Contractor's billing rates in Exhibit "A." Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without prior written approval of the City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed FORTY FIVE dollars ($45,000) per fiscal year, without prior written amendment to the Agreement. NOTE: COMPENSATION FOR SERVICES EXCEEDING $50,000 PER FISCAL YEAR WILL REQUIRE CITY COUNCIL APPROVAL. B. Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and/or classification of employee who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spend on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice. C. City shall reimburse Contractor only for those costs or expenses specifically identified in a Task Order, or specifically approved in writing in advance by the City. D. Contractor shall not receive any compensation for Extra Work performed without prior written authorization of the City. As used herein, "Extra Work" means any Work that is determined by the City to be necessary for the proper completion of the Services, but which is not included within the scope of services of the Task Order and which the parties did not reasonably anticipate would be necessary at the execution of 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 the 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 htt //www.dir,ca.ciliov/DLSR/PWD. Contractor must post a copy of the prevailing rate of per diem wages at the job site. N Agreement No. 7393 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 tradesman 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: i.. 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 ration 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 statewide 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. E. 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. F. Contractor and any subcontractor must comply with Labor code §§ 1777.5 and 1777.6 in the employment of apprentices. G. Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the Director of Industrial Relations, ex-officio the Administrator of Apprenticeships, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices. H. Contractor and its subcontractors must keep an accurate certified payroll record 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. 3 Agreement No. 7393 5. TIME OF PERFORMANCE. A. Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in the Task Order. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in the Task Order, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement. B. Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Work, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays could be addressed. C. Contractor shall submit all requests for extensions of time for performance in writing to the City not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The City shall review such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 6. CITY RESPONSIBILITIES. To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at the City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 7. CONTRACTOR RESPONSIBILITIES. A. By executing this Agreement, Contractor represents that Contractor has thoroughly investigated and considered the scope of services to be performed, carefully considered how the services should be performed, and understands the facilities, difficulties, and restrictions attending to 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. 19 Agreement No. 7393 8. STANDARD OF CARE AND CONTRACTOR OBLIGATIONS. A. Contractor will, in a professional 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. B. All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by the City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws and legally recognized professional standards. C. Contractor represents and warrants to City that is has, shall obtain and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of El Segundo business license during the term of this Agreement. D. Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City. 9. 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: ;Type of Insurance Commercial general liability: Business automobile liability 5 Limits $1,000,000 per occurrence Proof of Insurance (only if auto used in performance of work) Agreement No. 7393 Workers Compensation Statutory Requirement (only if Contractor has employees) *The city has the option to increase the limits as required for more complex and major waterworks, sanitation, and road pavement projects. B. Commercial general liability ("CGL") insurance must meet or exceed the requirements of ISO-CGL Form No. Form 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. C. 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. D. 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. E. Required Insurance Endorsement Language: a. Additional Insured Endorsement with this language: "The City of El Segundo, its elected and appointed officials, employees, and volunteers as additional insureds." b. 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." 0 Agreement No. 7393 c. 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." F. Contractor will furnish to City valid Certificates of Insurance 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." G. 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 pursuant to Section 13. 10. TIME FOR PERFORMANCE. Contractor will not perform any work under this Agreement until Contractor furnishes proof of insurance as required by this Agreement and City gives Contractor a fully executed Task Order. Should Contractor begin work in advance of receiving written authorization to proceed, any such professional services are at Contractor's own risk. 11. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS. Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred, contracted or subcontracted out without the prior written approval of the City. 12. SUBCONTRACTORS. The subcontractors authorized by City, if any, to perform Work on these Services are identified in Exhibit "A." Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by subcontractor for purposes of establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the Services to be provided under this Agreement shall be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of the City. rA Agreement No. 7393 13. TERMINATION. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Contractor at least ten (10) calendar days before the termination is to be effective. If City defaults under this Agreement, and if City has not cured the default within thirty (30) calendar days after Contractor has given City notice of the event of default. Contractor may terminate this Agreement for cause after giving written notice to City at least thirty (30) calendar days before the termination is to be effective. Contractor shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. Contractor shall be paid for services satisfactorily rendered to the last working day this Agreement is in effect and Contractor shall deliver all materials, reports, documents, notes or other written materials compiled through the last working day this Agreement is in effect. In no event shall Contractor be entitled to receive more than the maximum compensation set forth in this Agreement that would be paid to the Contractor for the full performance of the services required by this Contract. Neither party shall have any other claim against the other party by reason of such termination. In the event the City terminates the Agreement, Contractor shall be reimbursed for all unavoidable and unmitigable costs resulting from such termination, in addition to the compensation for all work completed up until the effective date of the termination of the Contract. 14. INDEMNIFICATION. A. To the maximum extent permitted by law, the Contractor hereby agrees at its sole cost and expense, to defend, protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, agents (including those City agents serving as independent contractors in the role of City representative), successors, and assignees (collectively "Indemnitees") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or resulting from any act, failure to act, error or omission of the Contractor or any of its officers, agents, attorneys, employees, subcontractors, material supplies or any of their officers, agents or employees and/or arising out of, incident to, related to, in connection with or resulting from any term, provision, image, plan, covenant, or condition in the Agreement, including, without limitation, the payment of all consequential damages, attorneys' fees, experts' fees, and other related costs and expenses (individually a "Claim", or collectively, "Claims"). The Contractor shall promptly pay and satisfy any judgment, award or decree that may be rendered against any of the Indemnitees as to any such Claim. The Contractor shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Contractor or Indemnitees. This indemnity shall apply to all E:3 Agreement No. 7393 claims regardless of whether any insurance policies are applicable or whether the Claim was caused in part or contributed to by an Indemnitee. B. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against the Contractor because the acceptance by the City or the deposit with the city of any insurance policy or certificate required pursuant to this Agreement. This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence. C. Waiver of Ri ht of Subrogation. The Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all Claims arising out of or incident to the activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent or subsequent active or passive negligence by Indemnitees. D. Survival. The provisions of this Section 14 shall survive the term and termination of the Contract, are intended to be as broad and inclusive as is permitted by the law of the State, and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against the Contractor shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 15. NONDISCRIMINATORY EMPLOYMENT. The Contractor shall not unlawfully discriminate against any individual based on race, religion, creed, color, national original, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender identity, gender expression, age, sexual orientation, or military and veteran status. The Contractor understands and agrees that it is bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations. 16. OWNERSHIP OF DOCUMENTS. Each and every report, draft, map, record, plan, document and other writing produces, prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of the City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such documents to the City upon prior written request. 0 Agreement No. 7393 17. CONFIDENTIALITY. All documents, including drafts, preliminary drawings or plans, notes and communications that result from the Service in this Agreement shall be kept confidential unless City expressly authorizes in writing the release of information. 18. CONFLICT OF INTEREST. A. Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code Section 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeable be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. B. If subject to the Act and/or Government Code Section 1090 et seq., Contractor shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims and damages resulting from Contractor's violation of this Section. 19. 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 it is performed. Contractor will be free to contract for similar services to be performed for other employers while under contract with the City. Contractor is not an agent or employee of the 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 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 the end results of the Work only. 20. 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. Such noticing does not include day-to-day communications between City's and Contractor's project managers. Notice sent by mail will be addressed as follows: To Contractor: Attn: TYSON DOROHA ALOHA DOORS INC 214 MAIN STREET EL SEGUNDO, CA 90245 10 To City: Attn: JORGE PRADO CITY OF EL SEGUNDO 350 MAIN STREET EL SEGUNDO, CA Agreement No. 7393 Email: TYSON@ALOHADOORSINC.COM Phone: (310) 986-135 Email: jprado@elsegundo.org Phone: (310) 524-2713 B. 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. 21. TAXPAYER IDENTIFICATION NUMBER. Contractor will provide City with a Taxpayer Identification Number. 22. WAIVER. A waiver by the 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 of any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 23. 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. 24. SEVERABILITY. If any portion of the Agreement are 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. 25. AUTHORITY/MODIFICATION. 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 amendment. The City's city manager, or designee, may execute any such amendment on the City's behalf. 26. ENTIRE AGREEMENT. 11 Agreement No. 7393 This Agreement and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Contractor. This Contract supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, not any provisions or breach waived, except in a writing signed by both parties that expressly refers to this Agreement. [Signatures on following page.] 12 Agreement No. 7393 IN WITNESS WHEREOF the Parties hereto have executed this contract the date and year first hereinabove written. CITY 'EL SEGUNDO ' ell George, City Manager ATTE Susan rua, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney By: Uj V I David King, Assi an City Attorney 13 ALOHA DOORS INC Name: Whin y Car n Title: President Taxpayer ID No. 47-1856335 Contractor State License No.: 999081 Contractor City Business License No.: 21477 EXHIBIT A Agreement No. 7393 Payment for services rendered is due and payable upon completion of work: unless a prior credit account, with specified terms, has been established or a contract has been fully executed. Party requesting service accepts responsibility for payment. Third party billing is acceptable when a proposal has been signed, and when terms and conditions have been agreed upon by said party. Service rates are categorized as follows for a single Technician: Monday -Friday 7:00 am- 5 pm....... Standard Service rate $225/hour Monday -Friday 5:01-10 pm...... Overtime (Standard Rate x 1.5) Saturdays 7:00 am-5pm........... Overtime (Standard Rate x 1.5) Monday -Friday 10:01 pm- 6:59 am... Overtime (Standard Rate x 2) Saturdays 5:01 pm -Sundays..... Overtime (Standard Rate x 2) Holidays ......................Overtime (Standard Rate x 2.5) Holidays include: New Years Day, Memorial Day, 4th of July, Labor Day, Thanksgiving Day, Christmas Day Travel Time "to" and "from" the jobsite is calculated at the applicable hourly rate. There is a 3-hour minimum charge which includes travel time. Services Provided -Roll Up Doors -Operators -Electronic Entry -Dock levelers -Emergency Service -Gates -Hollow Metal Doors -Garage Doors - Telephone Entry - Ground Loops -Overhead Operators -Preventative Maintenance -Welding -Dock Bumpers -Air Curtains -Accordion Gates Aloha Doors, Inc. Tyson Doroha 214 Main St. #119 El Segundo, CA 90245 Office: 310-414-0488 Cell: 310-986-1355 Agreement No. 7393 EXHIBIT B TASK ORDER NO. Issued under [Title of Agreement] , dated Project Name: Project Number: Contractor Name: Vendor Number: Contract Number: Account Number: Date Prepared: Project Description [enter here] Description of Services to be Performed under this Task Order [enter here] Time for Completion [enter here] Cost Estimate: [enter here] CONSULTANT/CONTRACTOR Name, Title Date Recommended/Approved By: Director of Public Works (if $25,000 or less) Date City Manager (if over $25,000) Date For Internal Use Only: Budgeted: —Yes No Appropriation Transfer Needed: _ Yes _ No Date City Council Approved: Agenda Item No.: Comments: