CONTRACT 4033 Maintenance and Repair Agreement CLOSED4033•,,°
MAINTENANCE /CONSTRUCTION AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
Flo- Systems Inc.
(3 -YEAR ONCALL)
THIS MAINTENANCE AGREEMENT ( "Agreement ") is made and entered into this 26th day of
October, 2009, by and between the CITY OF EL SEGUNDO, a charter city and municipal
corporation ( "CITY ") and Flo - Systems Inc. a Water/Wastewater Systems ( "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 not to exceed sum(s) as set forth in duly executed
Task Order(s). CITY will pay this sum(s) on the basis of the hourly rates and cost
reimbursement rates as specified in the attached Exhibit "A," which is
incorporated herein.
2. TERM. The term of this Agreement will be from October 26th, 2009, to September 30th,
2012. 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 `B," which is
incorporated by reference. The provisions contained in this Agreement will
supersede any conflicting provisions in Exhibit B.
B. The specific services required of CONTRACTOR under this Agreement will
consist of the tasks and obligations defined in a Task Order approved by CITY
and CONTRACTOR, in response to specific project scopes of work and services
requested by CITY. Any duly executed and approved Task Order will become a
part of this Agreement. The standard form for the Task Order is set forth in
Exhibit C.
C. Services required by 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 CONTRACTOR.
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D. CONTRACTOR will, in a professional manner, furnish all of the labor, technical,
administrative, 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 services required of
CONTRACTOR by this Agreement.
4. PREVAILING WAGES.
A. Pursuant to Labor Code § 1720, and as specified in 8 California Code of
Regulations § 16000, CONTRACTOR must pay its workers prevailing wages. It
is CONTRACTOR's responsibility to interpret and implement any prevailing
wage requirements and CONTRACTOR agrees to pay any penalty or civil
damages resulting from a violation of the prevailing wage laws.
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:
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
ii. When the number of apprentices in training in the area exceeds a ratio of
one to five, or
iii. When the trade can show that it is replacing at least 1/30 of its
membership through apprenticeship training on an annual basis state -wide
or locally, or
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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 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.
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. PAYMENTS.
A. For CITY to pay CONTRACTOR as specified by this Agreement and as set forth
in each approved Task Order, CONTRACTOR must submit a detailed invoice to
CITY.
B. The maximum not -to- exceed amount for any individual Task Order will be limited
to $25,000.
C. CITY's city manager may make payments up to $25,000 for special items of work
not included in the project scope of work and services as set forth in the Task
Order. Payments for special work will only be made after CITY issues a written
notice to proceed for the specific special tasks. A written scope of work, an
agreed upon additional fee, a schedule for starting and completing the special
tasks, and an agreed upon extension of the time for performance, if needed to
complete the special work, will be required before CITY issues a notice to proceed
for special work. All special work will be subject to all other terms and provisions
of this Agreement.
6. FAMILIARITY WITH WORK.
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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
CONTRACTOW s own risk until written instructions are received from CITY.
7. 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 Limits (combined single)
Commercial general liability: $2,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement.
B. Commercial general liability insurance will meet or exceed the requirements of
ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name City, its officials, and employees as "additional insureds" under
said insurance coverage and to state that such insurance will be deemed "primary"
such that any other insurance that may be carried by City will be excess thereto.
Such insurance will be on an "occurrence," not a "claims made," basis and will not
be cancelable or subject to reduction except upon thirty (30) days prior written
notice to City.
C. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00
0106 92, including symbol 1 (Any Auto).
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D. CONTRACTOR will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, and such other evidence of insurance or copies of
policies as may be reasonably required by City from time to time. Insurance must
be placed with insurers with a current A.M. Best Company Rating equivalent to at
least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide
thirty (30) day notice of any cancellation of coverage. CONTRACTOR will
require its insurer to modify such certificates to delete any exculpatory wording
stating that failure of the insurer to mail written notice of cancellation imposes no
obligation, and to delete the word "endeavor" with regard to any notice provisions.
E. Should CONTRACTOR, for any reason, fail to obtain and maintain the insurance
required by this Agreement, City may obtain such coverage at CONTRACTOR's
expense and deduct the cost of such insurance from payments due to
CONTRACTOR under this Agreement or terminate.
8. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this
Agreement until:
A. CONTRACTOR furnishes proof of insurance as required under Section 7 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.
9. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause. Notice of termination will be in writing.
B. CONTRACTOR may terminate this Agreement upon providing written notice to
CITY at least thirty (30) days before the effective termination date.
C. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
D. By executing this document, CONTRACTOR waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
10. INDEMNIFICATION.
A. CONTRACTOR indemnifies and holds CITY harmless from and against any
claim, action, damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its performance.
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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 certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
11. INDEPENDENT CONTRACTOR CITY and CONTRACTOR agree that
CONTRACTOR will act as an independent contractor and will have control of all work and the
manner in which is it performed. CONTRACTOR will be free to contract for similar service to be
performed for other employers while under contract with CITY. CONTRACTOR is not an agent
or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or
similar benefits CITY provides for its employees. Any provision in this Agreement that may
appear to give CITY the right to direct CONTRACTOR as to the details of doing the work or to
exercise a measure of control over the work means that CONTRACTOR will follow the direction
of the CITY as to end results of the work only.
12. 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 CITY: City of El Segundo
350 Main Street
El Segundo, CA
90245
To CONTRACTOR: Flo- Systems Inc.
3010 Floyd Street
Burbank, Ca
91504 -2599
B. When addressed in accordance with this paragraph, notices will be deemed given
upon deposit in the United States mail, postage prepaid. In all other instances,
notices will be deemed given at the time of actual delivery.
C. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
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13. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
14. 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.
15. 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.
16. 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.
17. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
18. 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.
19. 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.
20. 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.
21. ACCEPTANCE OF FACSIMILE SIGNATURES. 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
facsimile transmission. Such facsimile signature will be treated in all respects as having the same
effect as an original signature.
22. 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.
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23. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
24. 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.
25. ENTIRE AGREEMENT. This Agreement and its one attachment constitutes the sole
agreement between CONTRACTOR and CITY respecting maintenance. 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.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CHY!OF LSE O
Ja.. Ma yt
;aty Manager
ATTEST:
Cindy Mort en,
City Clerk
APPROVED AS TO F
MARK D.
By:
Karl H. Berger, Assig
P
William Mirab Ili
Flo- Systems Inc.
Pr 'dent
hn Krukowski
Flo- Systems Inc.
Treasurer
Taxpayer ID No. 95- 3003516
City Attorney
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3010 Floyd St. • Burbank, California 91504 -2599 • (818) 562 -5282 • FAX (818) 842 -3217
www.flo-systems.net
Exhibit "A"
FLO-SYSTEMS SERVICE DEPARTMENT
PREVAILING RATES - PORTAL TO PORTAL
EQUIPMENT
One Man and Service Truck
Two Men and Service Truck
Three Men & Service Truck
Shop Labor - One Man
Confined Space Entry Fee
5 Ton Crane
Perdiem
Material
CUSTOMER COST
108.00 Per Hour
186.00 Per Hour
265.00 Per Hour
108.00 Per Hour
325.00 Per Day
375.00 Per Day
@ Actual Cost + 15%
Add 15% Overhead & 15% Profit
The above rates apply to normal working hours, Monday through Friday, 7 :00 a.m.
to 4:00 p.m. Add fifty percent for the period Monday through Friday, 4:00 p.m. to
8 :00 p.m. Add double the rate for the period Monday through Friday 8 =00 p.m. to
7 :00 a.m., Saturday, Sunday, Holidays and any hours not mentioned above.
TRUCK
1/2 Ton
3/4 Ton
1 Ton Winch Truck
2 Ton w/5 Ton Crane
MILEAGE
1.05
Per Mile
1.05
Per Mile
1.35
Per Mile
1.60
Per Mile
The total liability of Flo-Systems for this agreement, including indemnity,
liquidated damages, actual damages, special damages and consequential damages
is limited to the coverage offered and paid by the Flo-Systems insurance policies
which is currently by Hartford Insurance Group ($2 Million General Aggregate for
General Liability, Auto, Products /completed operations); Hartford Insurance Group
($2 Million Excess Liability); Fremont Insurance - Employers Compensation
Insurance — (Workmen's Compensation).
PRICE SUBJECT TO CHANGE WITHOUT NOTICE
Contractors #385732
As of 10/09
403 ....
Exhibit "B"
Scope of Services
Flo- Systems will provide electrical and mechanical preventive maintenance as well as
emergency repair work when required on pumps and pump control systems
at City of El Segundo stormwater and sewer pumping stations as well as sewer metering
stations. Prevailing wage laws apply to labor used for maintenance and repairs.
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City of El Segundo
350 Main street El Segundo Ca 90245 phone 310 - 524 -2300
TASK ORDER # 20
Issued under AGREEMENT FOR SERVICES, dated , 20_
Project Name:
Project Number:
Contractor Name:
Vendor Number:
Contract Number:
Account Number:
Date Prepared:
Project Description:
Description of Services to be Performed by Consultant under this Task Order:
Time for Completion:
Cost Estimate:
CONSULTANT /CONTRACTOR
Date
Recommended /Approved By:
Date
Finance Director
City Manager
.................
For Internal Use Only:
Budgeted Yes No
Appropriation Transfer Needed: Yes No
Date City Council Approved:
Agenda Item No.:
Comments:
Exhibit B
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