CONTRACT 3891 Maintenance and Repair Agreement CLOSED38 9 1 • , ,
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
GREAT AMERICAN CLEANING SYSTEMS
THIS MAINTENANCE AGREEMENT ( "Agreement ") is made and entered into this 16th day of
December, 2008, by and between the CITY OF EL SEGUNDO, a general law city and municipal
corporation ( "CITY ") and GREAT AMERICAN CLEANING SYSTEMS ( "CONTRACTOR ").
The Parties agree as follows:
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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 on a quarterly
basis an amount set forth in the attached Exhibit "A," which is incorporated by
reference, for CONTRACTOR's services, not to exceed $9,000.00. CITY will
pay such amount promptly, but not later than thirty (30) days after receiving
CONTRACTOR's invoice.
2. TERM. The term of this Agreement will be from December 16, 2008, to September, 2009.
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. If required by applicable state law including, without limitation
Labor Code §§ 1720 (as amended by AB 975 (2001)), 1771, 1774, 1775, and 1776,
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. In
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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. A copy of the prevailing
rate of per diem wages must be posted at the job site.
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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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:
Tyne of Insurance
Commercial general liability:
Business automobile liability
Workers compensation
Limits (combined single)
$1,000,000
$1,000,000
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.
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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 01 06 92, including symbol 1 (Any Auto).
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.
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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3891 .
D. By executing this document, CONTRACTOR waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
9. 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.
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.
10. 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.
11. 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. Notice sent by mail
will be addressed as follows:
To CITY: City of El Segundo
Dana Greenwood, Public Works Director
350 Main Street
El Segundo, CA 90245
Attention: Dan Garcia, Assist. City Engineer
To CONTRACTOR: Great American Cleaning Systems
Russell Neese
740 Maryland Street
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El Segundo, CA 90245
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.
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. 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
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facsimile transmission. Such facsimile signature will be treated in all respects as having the
same effect as an original signature.
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 sidewalk cleaning 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.
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ATTEST:
City Clerk
APPIZO V D A S I:
MARK 1). 11F' I.1 Y, C Attorney
By:
arl 11. i3rrt r, : A'Ustant Cith Attorncl
. �C�OP7L,
Rus ll Neese
Groit American Cleaning Systems
Taxpayer ID No. 444-60 -1678
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Exhibit A
Dear Mr. Daniel Garcia
Assistant City Engineer
Public Works Dept.
Thank you for the opportunity to bid again our city's sidewalks.
The following service and prices have not changed.
They are;
-Power washing of all downtown sidewalks from El Segundo BI. to Mariposa, both
sides of Main St.
—Power washing of sidewalks at Grand Ave, from Concord to Eucalyptus, both sides
of Grand Ave.
—Power washing of all crosswalks on Main St. and Grand Ave.
—All water will be reclaimed and disposed of at the City clarifier, like previous
services.
—The above service will be done on a quarterly basis @ $3,000.00 per service.
Also included with the bid that you have the 100 -300 blocks of Richmond St. will be
included at no charge.
Mr. Garcia, thank you again for the opportunity to help keep "our" sidewalks clean.
I'm an El Segundo home owner and take great pride in walking on these sidewalks
just like you do. I'm looking forward to keeping our downtown clean and I take
special "ownership" in that.
If you have any questions, you can call anytime.
Russell Neese
Great American Cleaning Systems
740 Maryland St.
El Segundo, CA. 90245
310 - 640 -2902
310 -429 -7498