CONTRACT 4071 CLOSED40 /1 . s
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
SEA CLEAR POOLS, INC.
THIS MAINTENANCE AGREEMENT ( "Agreement") is made and entered into this 22 °a day of
April, 2010, by and between the CITY OF EL SEGUNDO, a general law city and municipal
corporation ( "CITY ") and Sea Clear Pools, Inc., a Sole Proprietor ( "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 on a monthly
basis an amount set forth in the attached Exhibit' A," which is incorporated by
reference, for CONTRACTOR's services. 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 April 22, 2010, to April 22, 2011. 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 an,.1 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.
A. Pursua►:�t to Labor Cade § 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 an(! CONTRACTOR agrees to pay any penalty or civil
damages resulting from a violation of the prevailing wage laws.
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B. In accordance with Lab:>r 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
ht►p �� �, �, { ►,_� ,����,- { ?1.1� P 17. CONTRACTOR must post a copy of the
prevailing rate of per diem wages at the job site.
C. CITY directs CON "TRACTOR'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 appr,.,i- ticeship 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 A' 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 apprenticeship
committee has exceeded an average of 15 percent in the 90 days before the
request for cerl.iiicate. or
ii. When the numE (-r 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 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
•equirer!1ents mt,y be obtained from the Director of Industrial Relations,
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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 exeCU'ling this Agreement. CONTRACTOR represents that CONTRACTOR
hers
Thoroughly investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
i. I_I,:iderstands thf: facilities. difficulties, and restrictions attending
performance, ot'the services under this Agreement.
B. If serviccs 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
C'ONTRACTOR's own risk until written instructions are received from CITY.
6. INSURANCE.
A. '3r2fore commencing p, °rformance under this Agreement, and at all other times this
.Agreement is effective. CONTRACTOR will procure and maintain the following
types of insur,,ir.ce with co —. —ale limits complying, at a minimum, with the limits
set forth bolo, ,\,:
Type of Insurance Limits (combined single)
Commercial general liability: $1,000,000
3usiness automobile li�►bility $1,000,000
Workers compensation Statutory requirement.
B. genera! hahility insurance will meet or exceed the requirements of
ISO -CC;I, Forr, No C(; oO 01 11 8� or 88. The amount of insurance set forth
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above will be a combined single limit per occurrence for bodily injury, personal
in 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 01 06 92, including ��Nlrnbol I (Any Auto).
D. CONTRACTOR will furnish to City duly authenticated Certificates of Insurance
evidencing 111x► nten,:.1nce of the insurance required under this Agreement,
cndorser-ients a 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
(INculpatory wording stating that failure of the insurer to mail written notice of
cancellation imposes ro obligation, and to delete the word "endeavor" with regard
`o any no,icc provisions
E. Yiould CONTRACTOR, for any rc&.on, fail to obtain and maintain the insurance
required by this Agrcenient. City may obtain such coverage at CONTRACTOR's
c :zpense and deduct th�c- 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 unt; ':
A. C'ONTFI,CTOR_ furr-Oies proof of insurance as required under Section 6 of this
Agreement, and
B. C[ 1 `r' 1'M -es CONTRACTOR a dxritten 1v!otice to Proceed.
C Should CONTRACTOR I.egin work in advance of receiving written authorization
to proceed. any such professional services are at CONTRACTOR's own risk.
8. TERMINATION.
A. r"::(-ept _ts )ther✓vise CITY may terminate this Agreement at any time
v. ith or without cause. Notice of termination will be in writing.
B. ('i _)NTR; +_CTOR may Fen��'r) ate th;s Agreement upon providing written notice to
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CITY at least thirty (10) 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.
9. INDEMNIFICATION.
A. CONTRACTOR ind inn fies and holds CITY harmless from and against any
claim, action, damages, costs (including, without limitation, attorney's fees),
arjuries, or liabilitv., 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
t:�is Agreeme►rt, or i(s 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
settlen►eat or otherwise.
B. :oi pufpnrne; of thi', sct,tion "CtTY" includes CITY's officers, officials,
e .lploye� -,, ��ger�ts, r ►;presentatives, any!. certified volunteers.
C. is e-, fressly undero,; -,d and ag -,,ol that the foregoing provisions will survive
I,-, rill n of this AtIl'eerer►t.
10. INDEPENI)'?NT CONTRAC'TOI)1 - CITY and CONTRACTOR agree that
CONTRACTOR v; 0l act as independent contractor and will have control of all work and the
manner in which is it r;riormed. 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 emplo ,,e:c of CITY and is nW enti,led to participate in any pension plan, insurance,
bonus or similar h,- r,ef;ts CITY pr`�k es for its employees. Any provision in this Agreement
that may appea- ! -1 give CITY the right to direct CONTRACTOR as to the details of doing the
work or to exert -.0 a nu -< sure ol;er the w means that CONTRACTOR will follow
the direction of the CITY as to rd res:,lt, of the work only.
11. NOTICES,
A /\ 11 given or r.,)uired to be given pursuant to this Agreement will be in
writing and may, be gi,zen by personal delivery or by mail. Notice sent by mail
•x'll he iJdressed as f Haws•
rage 5 ON
4 /�i• +:'
t
l'o CITY: Maryam .lonas
Principal Fngineer
City of Fl Segundo
350 Main Street
1:1 Segundo. CA 90245
T -(3) 10)524-2-361 F- (310)640 -0489
To CO NT IZA('TOR: Bill Szieff
)ea Clear Pools, Inc.
1'3316 So. Normandie Avenue
, , )rrance. CA 90502
�(:�10)891 -3073 F- (310)891 -3079
B. When addressed in accordance with this paragraph, notices will be deemed given
upon deposit in the (in_tcd States mail, postage prepaid. In all other instances,
notices will he deemed g'vc•n 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 IDENTIFICATIO'o NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
13. WAIVER. .A waiver by CITY of anv breach of any term, covenant, or condition contained
in this Agreement vJ11 not be deemed io N- a waiv� r ,)f any subsequent breach of the same or any
other term, covenant., or condi*_1on containo.l in this A greernent, whether of the same or different
character.
14. CONSTRUCTION. The langwi' :,- c)f each pact 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 p:',:.t� .
15. SEVERABLE. If any portion of this Agreement is declared by a court of competent
Jurisdiction to h: invalid or U'11N1 0rceahlc then su:'h portion will be deemed modified to the
extent necessar, in the opinion of the 2-ourt to rend,.r such portion enforceable and, as so
modified, such portion and 'he balair.11 or ``pis Agreement will continue in full force and effect.
16. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only a-id �v i '., not affect th,: °�terpretation of this Agreement.
17. WAIVER. waiver of any pro,, / _,ion of this Agreement will not be deemed to constitute a
waiver of any other prevision, nor wili such waiver constitute a continuing waiver.
18. INTERPRE"'ATION. This Agr('e- -pert w3 drafted in, and will be construed in accordance
with the laws of ;he Stc.t,, of'C:diforn�' and °xciusivo venue for any action involving this
agreement will ` ": in Lc,s : ^�i�ge�es C'-- ;'t`'.
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19. AUTHOR] TY /MODIFICATION. This Agreement may be subject to and conditioned
upon approval and ratification by the l;l Segundo City Council. This Agreement is not binding
upon CITY until executed by the ( 'ty Manager. The Parties represent and warrant that all
necessary action: has )een taken F�) he Parties to authorize the undersigned to execute this
Agreement and to engage in the action -is described herein. This Agreement may be modified by
written agreement. CITY "s city mana, cr may execute any such amendment on behalf of CITY.
20. ACCEPTANCE OF FACSIMILE SIGNATURES. 'The Parties agree that this Agreement,
agreements ancMary tc this Agreemc!'!1. and related documents to be entered into in connection
with this Agreemmt will be considered signed when the signature of a party is delivered by
facsimile transmission. '�u,,+ f')_csiW+ 1. signati ►re will be treated in all respects as having the
same effect as an original signaturc.
21. EFFECT OF CONFLICT. In the -vcrt of'any conflict, inconsistency, or incongruity
between any provision of this Agreemcnt. its attachments, the purchase order, or notice to
proceed, the provisions of this Agrccnvk, nt will govern and control.
22. CAPTION'. The „aftions of ►he )ai-Egraphs of this Agreement are for convenience of
reference only end will not affect the i;iterpretat?on of this Agreement.
23. FORCE M ",JFURV . Shc,►.►ld 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 ter►nin,,Ac! %Jlhou_ ohli!,,j.i ►n of either party ?o the other.
24. ENTIRE AGREEMENT. Thi. Agreen►ent and its one attachment constitutes the sole
agreement between CONTRACTOR and CITY respecting Hilltop Pool maintenance. To the
extent that ther,: are additional to-ins and conditions contained in Exhibit "A" that are not in
conflict with thi; Agreement. those "c"ms ire ir(.ornorated as if fully set forth above. There are
no other underst ^.ndings, terms or of "iu -; � reernents expressed or implied, oral or written.
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IN WITNESS WHEREOF 11w, parties hereto have executed this contract the day and year
first hereinabovc written.
CITY OF Flo? :(:SUN )O 51e EAR PO INC.
Jack ayt, f Cit Manager
ATTEST:
Cindy >\ rteser+..
City Clerk
APPRC
MARK
as
Taxpayer ID No.�
<<. Att( .i ey
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407
EXHIBIT "A"
Hilltop Pool
301 Maryland Street
El Segundo, CA 90245
Provide labor, material. permits, and administrative requirements for compliance of this site with
the Virginia Graeme Baker Act.
Total: $4,700.16
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