CONTRACT 3614 Maintenance and Repair Agreement CLOSED3614
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
TREMCO, INC.
(WATER DEPARTMENT COMPLEX)
THIS MAINTENANCE AGREEMENT ( "Agreement ") is made and entered into this 21st day of
June, 2006, by and between the CITY OF EL SEGUNDO, a general law city and municipal
corporation ( "CITY ") and TREMCO, a Ohio 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 on a lump sum
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 June 21, 2006, to June 21, 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.
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
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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
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.
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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 executing this Agreement, CONTRACTOR represents that CONTRACTOR
has
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.
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:
Type 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
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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 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
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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.
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 any pension plan, insurance,
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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.
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: Attn: Yvette Simoneau
City of El Segundo
150 Illinois St.
El Segundo, CA 90245
To CONTRACTOR: Attn: Greg Luterman
Tremco, Inc.
5979 Visat De La Luz
Woodland Hills, CA 91367
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.
11. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
12. 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.
13. 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 parry.
14. 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.
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15. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
22. 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.
23. 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.- Where are no other
understandings, terms or other agreements expressed or implied, -oral or written.
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IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY OF EL SEGUNDO
a gene a
Aff
J pil Stewart,
City Manager
ATTEST:
l
Cindy NMrtesen,
City Clerk
APPROVED AS
MARK D. HEN"
By: —A
KarYH. Berger, As�KXht City Attorney
' t
Secretary
Taxpayer ID No. .3f1 —Q �3OS7(�
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Tremco Incorporated
5979 Vista De La Luz, Woodland Hills, CA 91367
Greg Luterman
. va�TMOn.woor�a
Senior Feld Advisor Mli . ,ft_.
r. rn....�..rr
September 8, 2005
Mr. Lary Brown
City of El Segundo
150 Illinois Street
El Segundo, CA 90245
Dear Larry,
361
IrREmca
800.851.4105 Voicemail
818. 595.0053 Office
818.595.0056 FAX
818674.2150 Cell
e -mail: gluterman®tremcoinc.com
We propose to continue providing a TremCare Warranty /Service Agreement for the entire City
Hall Complex, (including the Main Police Station, and the Main Fire Station), The Water
Department Complex, and the Maintenance Yard complex The service agreements will run for
three (3) years. The prices will remain the same for that period and billed annually.
The pricing for the service- agreement on the City Hall Complex will be as follows:
Annual az / /y /g
2 site visits per year - $6,400 /year 6-44;9 �33Z �ydv
The pricing for the service agreement on the entire Maintenance Yard Complex will be as
follows:
Annual
2 site visits per year - $3; 929 /year
The pricing for the service agreement on the Water Department Complex will be as follows:
Annual
2 site visits per year - $1,350 /year
TremCare provides you with the following services:
A. LEAK RESPONSE PROGRAM
This includes a 1 -800, 24 hour -a -day phone number to which leaks can be reported.
Tremco will promptly respond to the leak. You will be billed for the any leak repairs not
covered by a Tremco roof warranty at a pre - arranged rate. If necessary, a follow -up
inspection to the leak area will be conducted to examine the repair quality and identify
additional roofing concerns. If leaks have occurred in the previous calendar quarter, a leak
An �� Company
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report will be issued. These reports will provide the following:
1. Number of customer calls into the system.
2. Response time for each call.
3. Overview of follow up recommendations.
B. INSPECTIONS, HOUSEKEEPING AND PREVENTIVE MAINTENANCE
Periodically, as contracted for during the term of this Agreement, Tremco will inspect the
roof and provide preventive maintenance and general housekeeping services.
Roof inspection services include:
1. Visual inspection of the roof membrane and roof surface conditions.
2. Inspection of the flashing systems including, the metal edges, base flashings on
equipment and adjoining walls, counterflashing and termination details, soil stacks
and vents, and inspections of rooftop projections and equipment including, pitch
pans, HVAC equipment, sky lights and access hatches.
Preventive maintenance services include (Note: Preventive maintenance involves work
which is meant to keep the roof in its present condition. It does not include extensive
repairs or restoration of a deteriorated roof intended to improve its condition to a
maintainable roof. If such extensive repairs are necessary you will be made aware of what
is needed to be done to bring the individual roof to a maintainable condition.):
1. Metal edge flashing components - tears, splits and breaks in the membrane
flashings will be repaired with appropriate repair mastics and membranes.
2. Tears and splits in the flashing membrane will be repaired with appropriate repair
mastics and membranes. Open split flashing strip -ins will be repaired with
appropriate repair mastics and membranes. Unsecured rooftop equipment will be
secured. Exposed fasteners will be sealed. Termination bar and counterflashings
will be sealed.
3. Roof membrane maintenance repairs- tears, breaks and splits in the flashing
membrane will be repaired with appropriate repair mastics and membranes. Splits
and blisters which threaten the roof integrity will be cleaned, primed and repaired
with appropriate repair mastics and membranes. Metal projections (hoods and
clamps) will be sealed. Service agreement does not include recoating of roof
membranes.
General rooftop housekeeping services include:
1. Removal of incidental debris (i.e., leaves, branches, paper and similar items) from
the roof membrane (excluding HVAC and other major equipment).
2. Removal of debris from the roof drains, gutters and scuppers.
3. All debris will be disposed of at the owner's approved on site location.
(Housekeeping and general roof top preventive maintenance does not absolve the building
owner /customer from keeping effluent from customer's processes from the roof surface.
Such production related debris is excluded as part of the housekeeping. Additionally, if the
scheduled cleaning is insufficient to maintain the roof integrity, customer must pay for
additional cleaning /inspections or assume responsibility for such cleanings.)
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C. ROOF INSPECTION REPORT
Tremco will provide reports from the roof inspections. The reports shall become part of the
roof database maintained on the roof system. Tremco will be excused from performing
under this Agreement if prevented or delayed by events not within its control, including
events such as floods, fires, accidents, riots, explosions, governmental order, acts or
omissions of contractors or other third parties, inability to access the roof, etc.
D. EXCLUSIONS
TremCare does not cover any leaks or damage or failure of the roof as a result of:
1. Natural or accidental disasters such as: lightning, hailstorms, floods, hurricane force
winds (74 mph or greater), tornadoes, earthquakes, fire, vandalism, animals, penetration
of the membrane or chemical attack by outside agents.
2. Any intentional or negligent act such as: misuse, traffic or storage or discharge of debris
or materials on the roof, etc. Any repair of these items will be at owner's expense.
3. Damage to the roof caused by faulty original construction or design of building
components such as: parapet walls, copings, chimneys, skylights, vents or roof deck, etc.
THE OWNER GIVES PERMISSION TO TREMCO AND ITS SUBCONTRACTORS TO MAKE REPAIRS
TO THE ROOFING SYSTEM. UNDER NO CIRCUMSTANCE SHALL THE OWNER MAKE ANY CLAIM
THAT THE PERFORMANCE OF THE SERVICES BY TREMCO OR ITS SUBCONTRACTORS HAS
CAUSED ANY EFFECTIVE MANUFACTURER'S ROOFING SYSTEM WARRANTY TO BECOME VOID
OR VOIDABLE AND SHALL DEFEND TREMCO AND ITS SUBCONTRACTORS FROM ANY SUCH
CLAIM.
Tremco provides roofing and waterproofing solutions customized for the specific needs of yourfacility.
We manufacture system's and products we stand behind. When you choose to work with us you will
receive all the components of the Tremco Value Proposition to ensure you will experience "Roofing
Peace of Mind." Please note, we can CUSTOMIZE any of our programs to meet,the specific.needs of
the City of El Segundo.
I look forward to extending this program with you and continuing our partnership with the City of E
Segundo. If you have any questions, please don't hesitate to contact me at (818) 595 -0053
or (818) 674-2150 .
Sincerely,
rag Luterman
Senior Field Advisor
Tremcc Incorporated