CONTRACT 7557 Maintenance and Repair AgreementAgreement No. 7557
05/2025
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
DOWNSTREAM SERVICES, INC.
SW 26-01: STORM DRAIN FACILITIES VEGETATION MANAGEMENT
SERVICES
This MAINTENANCE AGREEMENT is entered into this 17th day of March, 2026, by
and between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY") and DOWNSTREAM SERVICES 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 $50,000.00, pursuant
to the rates set forth in the attached Exhibit 'A" which is incorporated by
reference. 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 from March 23, 2026 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
furnished by CITY, necessary or proper to perform and complete the work
and provide the professional services required of CONTRACTOR by this
Agreement.
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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.
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
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Agreement No. 7557
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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
i. 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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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:
iypeLof Insurance
Commercial general liability
Business automobile liability
Workers compensation
Limits combined sin ge
$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
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endorsement to facilitate such notice to CITY.
D. 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."
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 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.
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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.
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
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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.
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: Rebecca Raedel
Downstream Services, Inc.
2855 Progress Place
Escandido, CA 92029
Phone: 760-746-2544
Email: rebeccar@downstreamservices.com
If to CITY:
Attention: Arianne Bola
City of El Segundo
350 Main St.
El Segundo, CA 90245
Phone: 310-524-2364
Email: abola@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.
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Agreement No. 7557
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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
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 tc
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.
lg.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
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Agreement No. 7557
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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. 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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Agreement No. 7557
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IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CIT OF EL SEGUNDO
en al law city.
Darrell George
City Manager
ATT T;
Susan Truax, City Clerk
DO N TR - M SERVICES, INC.
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N e. ot nWynne
Title: I'ident
01,
A 1FO,,,�w'
Taxpayer ID No. 80-0011534
Contractor State License No.
807953
Contractor City Business License No,.
37452
APPROVED AS TO FORM:
MARK D. HENSL,EY, CITY ATTORNEY
David King, Ass a t City Attor
ney
Insurance Reviewed by:
"SharoBrennan, Ris , Manager
Page 10 of 10 Rev 7/30/24
Agreement No. 7557
EXHIBIT A
HOURLY RATES
lk.mc'`"'"' WC PREVAILING WAGE
Please check one : M St'aty Prevaa0ingq Ware O Federal Davis Bacon O faaferal SCA
3 DAY Lodging Expenses (per person da'iiy) $ 150.00 TBD I TBD
4 DAY Meals& Incidental Expenses ($74/person daily) $ 74.00 TBD TBD
7 LS Disposal (per TN) $ 162.00 TBD TBD
8 LS Materials (quoted per project) $ 500.00 TBD TBD
10
HR
Camel Jet/Vacuum Combo Truck
$ 310.00
TBD
TBD
100T
HR
Overtime - Camel Jet/Vacuum Combo Truck
$ 41WTBDTBD
TBD
17
HR
Traffic Control Truck (includes arrow board, signs and cones)
$ 19
TBD
170T
HR
Overtime Traffic _........___- . ........
c Control Truck (includes arrow board, signs and cones)
$ 25
.....--
TBD
_...
18
HR
Roll Off Truck
$ 22
TBD
18OT
HR
Overtime - Roll Off Truck
5 30
TBD21
HR
Backhoe/Mini-Excavator/Skid Steer/Wheel Loader*
$ 22
TBD210T
HR
Overtime -Backhoe/Mini-Excavator/Skid Steer/Wheel Loader*
$ 30
TBD
22 HR Pickup Truck
$ 23.00
1 TBD
TBD
27 DAY Dump Trailer
$ 263.00
TBD
TBD
37 DAY Transportable Treatment Unit 10-15 Cubic Yard*
$ 66.00
TBD
TBD
38 DAY Transportable Treatment Unit 20 Cubic Yard*
$ 74.00
TBD
TBD
*Delivery fees apply
�.
tabior:
°1 I Ji`jl(.,�,m
41 HR )ffsite Project Manager
$ 164.00
TBD
TBD
42 HR insite Safety Manager
$ 164.00
TBD
TBD
43 HR Foreman w/ Pickup Truck
$ 209.00
TBD
TBD
430T HR~ Overtime -Fore�maw/Pickup Truckn282.00
TBD
TBD--W
46 HR Laborer**
$ 154.00
TBD
TBD
460T HR Overtime - Laborer**
$ 208.00
TBD
TBD
**Rote listed covers Apprentices and Skilled & Trained Journeypersons
NTE $50,000.00
Scope of Work:
D51 to provide as -needed vegetation management services at Pump Station 17, Pump Station 18, and Sandhill Retention.
Work
will be
performed on a time and material basis with a Not -To -Exceed amount of $50,000.00.
Please accept this "Not to Exceed" amount of Fifty Thousand Dollars & Zero Cents ($50,000) for the services as may be requested
by the City
team.
Terms and Conditions:
• Hourly rates are portal to portal and subject to a four (4) hour minimum
• Hours over eight (8) per shift are considered overtime (operated equipment and labor rates listed plus 35%)
• Hours over twelve (12) per shift are considered double time (operated equipment and labor rates listed plus 50%)
• Overtime applies to Saturday work (operated equipment and labor rates listed plus 35%)
• Double time applies to Sunday work and recognized holidays (operated equipment and labor rates listed plus 50%)
• A 15% markup applies to work scheduled between the hours of S PM and 5 AM (total amount invoiced plus 15%)
• A 20% markup applies to sampling, testing, disposal and materials (rates listed plus 20%)
• Offsite mobilization/demobilization will be invoiced at the listed hourly rates (overtime and double time rates may apply)
• Vehicles are equipped with ELDs and commercial drivers are limited to fourteen (14) hour shifts
• Lodging and Meals & Incidental Expenses are based on current federal per diem rates
• Cancellations must be received by 3 PM the day prior. Cancellations received after 3 PM will result in a four (4) hour
minimum charge at the rate listed. Lodging rates may still apply.
• Bonds, licenses, permits and site specific safety submittals are excluded and can be quoted on a per project basis
• Insurance coverage includes a blanket additional insured endorsement. Owner to carry general liability, workers' compensation
and other necessary insurance.
• Client shall immediately notify Downstream Services, Inc. if project requires utilization of Apprentices and/or a Skilled and Trained
Z85S Progress Place www.downstreamservices.com
Escondido, CA 92029 Revised OcL 2024 Contractor's License 807953
(760) 746-2544 1 (800) 262-0999 Page 1 of 2 A, C31, HA7.
Agreement No. 7557
HOURLY RATES
PREVAILING WAGE
Workforce (STW)
• Proposal will be valid for a period of thirty (30) days
• Progress and final payments are to be made to Downstream Services, Inc. per the California Business and Professions Code §7108.5,
Public Contract Codes §§10261.5, 10262, 10853, and Civil Codes §8800, 8810-8822. For federal projects, 31 U.S. Code Chapter 39:
Prompt Payment applies.
2855 Progress Place www downstreamservices com
Escondido, CA 92029 Revised Oct 2024 Contractor's License 807953
(760) 746-2544 1 (800) 262-0999 Page 2 of 2 A, C31, HAZ