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CONTRACT 4374 Maintenance and Repair Agreement4 yore �u+ MAINTENANCE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND AIR CLEANING TECHNOLOGY THIS MAINTENANCE AGREEMENT ( "Agreement ") is made and entered into this 10th day of October, 2012, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and AIR CLEANING TECHNOLOGY, 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 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 September 25, 2012, to September 25, 2015. 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 Page 1 of 8 4 - `7 0,.I 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 j ourneymen in such cases will not be less than one to five except: e, 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. Page 2 of 8 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. 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 Page 3 of 8 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. 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). 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. Page 4 of 8 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. 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, except for such loss or damage arising from CITY's sole negligence or willful misconduct. 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. Page 5 of 8 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, 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: City Clerk City of El Segundo 350 Main Street El Segundo, CA 90245 To CONTRACTOR: Attn: Paul Krause 411 Rowland Avenue Santa Ana, CA 92707 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 party. Page 6 of 8 Sul 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. 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 parry 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 parry 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. There are no other understandings, terms or other agreements expressed or implied, oral or written. Page 7 of 8 4 3 7 4 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO a g�4i�ra0 la a y. Cyr ,� 'pent r-� City , oag r :./ ATTEST: Secretary Taxpayer ID No. -3 3— d le 5 Z 316 Page 8 of 8 4 . . . ....... AIR CLEANING TECHNOLOGY Air Cleaning and Air Pollution Control Systems October 9, 2012 Lisa LeCates El Segundo Fire Department 314 Main Street El Segundo, CA 90245 Via Email: Ilcts _lsun o.or Re: Maintenance Agreement for Vehicle Exhaust Removal System for Stations 1 and 2 Air Cleaning Technology Proposal #103537 -1 Revised Dear Lisa, Thank you for your continued time and interest in our air cleaning products and services. As we discussed, your MagneGrip systems while designed to requlre a minimal maintenance, do require periodic inspection, cleaning and adjustment. We recommend an annual service for each of your two stations. This service includes: Proposal: • Magnet Pack Cleaning and Inspection • Tailpipe adapter cleaning and inspection (Proper cleaning of the tailpipe adaptor improves the magnetic strength, improving the seal and holding power of the nozzle to the apparatus) • Adjustment of the balancer tension • Inspection of fasteners • Cleaning and lubrication of trolley or crab assembly • Pressure sensor check • Replacement of all 9V wireless transmitter batteries • Inspection and lubrication of the fan system • Inspection of control panel fuses, receiver unit and adjustable timer • Inspection of all hoses If there are any items that require replacement or repair the technician will put together a suggested repair list for the Department's consideration. As part of the service agreement the Fire Department will receive a 10% discount on required replacement parts. ��N"l"0t °6f s • The attached m s arr yV1 m lance, we accept most major c 411 Rowland Avenue • Santa Ana, CA 92707 -3445 • Phone: (714) 641 -5005 . Fax: (714) 641 -8503 Contractor's License # 761220 �Jor�� AIR CLEANING TECHNOLOGY Air Cleaning and Air Pollution Control Systems Lisa LeCates El Segundo Fire Department October 9, 2012 Page 2 Delivery • Service will begin 2 -3 weeks after receipt of order Exclusions: • Replacement Parts • Electrical • Plumbing the entire Agreement by and between AIR 4,3 / 4 - ti, , ... and the Customer, and tier a t v^c I r6n -i -or understandings, either oral or written, except as her i d agree e. sled with a 30 day q. written 1k '6' urther obligation by either party. ,'" The cost per year for service of the specified equipment for both stations is $1,647.00. To be billed upon completion of service. Air Cleaning Technology is a licensed contractor with over 35 years of experience in engineering, selling, installing and maintaining air - cleaning and exhaust systems. With all of our experience, I am confident that our proposed service agreement will help insure the safe and proper operation of your vehicle exhaust removal systems. To expedite this project, please sign your approval below and return to our office. Thank you again and I look forward to working with you on this project. Sincerely, Pauli Krause Acceptance of proposal — the prices, specifications and attached conditions are sati " and are hereby accepted. Air Cleaning Technology Inc. is authorized to do the work F specified. Payment will be made as outlined herein. Authorized Signature Date of Acceptance PO (if required) Proposal expires on November 9t', 2012 419 Rowland Avenue • Santa Ana, CA 92707 -3445 • Phone: (714) 641 -5005 • Fax: (714) 641 -8503 Contractor's License # 761220 AIR CLEANING TECHNOLOGY STANDARD TERMS AND CONDITIONS 1. Ge\reaaonab, : The terms and conditions stated herein are applicable to all orders accepted by Air Cleaning Tech logy hereafter refto as ACT. 2. Prices are quoted In U.S. Dollars and are firm. Prices may be accepted only within d day rom the date of qun Air Cleaning Technology. Quotations do not Include taxes, unless othenvise noted. Ord accepted prior to ane in sea will be invoiced as quoted; provided ACT Is allowed to ship under normal dative schedule, ACT may adjrlces any order changed by the purchaser after acceptance of the order by ACT. 3. Cations: O rs canceled by the purchaser are subject to a cancellation charge whit sy Include engineering se, work in regress,, special purchased parts charges, and other similar charges, nd will W based on the peage of work mpleted at the time of cancellation, 4. Shg Schedules: A Cleaning Technology will not be liable for any loss or damage m delays In shipping that are beACT's reaaonab control. Shipments delayed! at purchasers request will Invoiced and dated on the day shit is ready, and a 1, "A per month service charge will be added. ACT erves right to make partial shipments annvoice pro -rata upon uch shipments. 6. Electrical Equipment and Insts %filon. Electrical equipment Includes only those bctrlcal components referred to in the quotation. Changes to the elecequipment to comply with any laws or rag ations are the purchasers responsibility unless Air Cleaning Technologclfically agrees to meet such laws or reg atIons, Start-up service is available from ACT at per them rates plus lond travel expenses, but Installation o� rt -up is not included unless specifically quoted. 6. Acceptance and testing of equipment ass otherwise provided In Air leaning Technology "s quotation, purchaser will upon delivery Inspect and test the equhpm t and notify ACT within 15 sys of shipment of any nonconformity discovered Including any failure of the equipment to ast quoted performs standards, If any. Failure to give such notice constitutes an Irrevocable acceptance of the quipment, and purc "ser will be bound to pay for the equipment. Upon notification of nonconformity as above provf d, ACT, at Its pan, will elther repair the equipment and correct the system's performance or will accept the prepaid turn of the aq ant and refund all payments, made to ACT, excluding freight and Installation, No materlals will be acc,e for retu without prior written consent and Instruction form ACT. SUCH REPAIR, CORRECTIONS OR RETURN NSTI ES PURCHASER'S EXCLUSIVE REMEDY PRIOR TO ACCEPTANCE FOR ANY SUCH NONCONFORMITY. 7. Damage from fire or explosion: To minimize the risk of fl or explosion, proper Installation, operation and maintenance of Air Cleaning Technology equipment is critical. Since s Ilation, operation and maintenance are beyond the control of ACT, ACT disclaims any liability or responsibility r d age from fires or explosions regardless of origin, ACT' recommends that all air polkMon control and dust flection quipment and Installation conform to all applicable codes, laws and regulations Including the additions of op priate fill rotectlon systems or explosion venting when and where required. Installation of ACT equipment shout be by a licen d contractor that Is experienced In potential fire and explosion hazards as well as related codes, law and regulations. S. Risk of loss: Quotations are F.0.9 place of Ipment unless otherwi noted. The risk of loss of the equipment shipped will pass to purchaser upon Air Cleaning T hnology"s delivery of the a ipment to a carrier. All claims for damage during shipment must be filed by the purchaser the carrier. " Warranty: r Cleaning Technology w rants all equipment man ctured ' \ha ld by Air Cleansing Technology against. y gy � P defective arts a workmanship fo one year from date of shipment to or. Where a performance guarantee Is specified in Air Cg Technolo "s quotation under the heading of "Pei ee Guarantee" Air Cleaning Technology warrants that for riod of 90: ys from the date of Installation the sqt sold by Air Cleaning Technology will perform as spaoln such p ormanca guarantee. These warranties act to any limitations in Air Cleaning Technology's quo. Any authorized repairs or modifications or abna or misuse of equipment will void all warranti'+es. In ne will fr Cleaning Technology's responsibility or wy nd to equipment not sold by Air Cleaning TechnolThe are no warranties covering corrosion of ma$ale d. Purchaser has approved the material$ to be u t construction of the equipment supplied by Air ng Te nology if after the equipment I's Installed" metals, t ale are not suitable for t'he application. Replacemell only b made at purchaser "s east. THE FOREGOING RANTIES ARE EXCLUSIVE AND IN LIEU OF ALL R WARRA TIES, WHETHER WRITTEN, ORAL OR IMPLICLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FIT I S FOR A PARTICULAR PURPOSE OR NO INGEMENT.. As purchaser" xclusive romedy for any defects In th e equipment Air Cleaning Tachnotogy r�wfll Chang -e or repair any defective pe during the warranty period, provided such parts are returned, prepaid, two Air Clean Technology. The obligation Air Cleaning Technology Is limited to furnishing replacement parts of F.O.B. factory origin or making repairs at r Cleaning Technology of any parts which are determined, upon Inspection by ACT„ to be elective. In no event wl Air Cleaning Technology be responsible for labor or transportation charges for the remova reshipment or relnstai tion of the parts. 'Where a performance guarantee Is specified in ACT °s quotation, under heading of " "Parr fiance Guarantee "°, as the purchaser's exclusive remedy for breech of the performance guarant ACT, at its opt] „ will either correct the performance of the equipment or accapt the prepaid return of the equipm t. In the at mentioned case ACT will refund all payments received by ACT from the Purchaser, excluding freight and I Ilatlon„ vlded that the purchaser notifies ACT In writing of the squhpmenVe, failure to moot the performance guarantee thin 15 aye after such failure Is known to purchaser. AIR CLEANING TECHNOLOGY Standard Terms A Conditions (cont.) 10, \IEXCEEDPURCHASE of Liability: IN NO EVENT WILL ACT, ITS SUBCONTRACTORS, REPRESENTATIVES, OR S iDIARIES BE SPONSIBLE OR LIABLE ON ANY CLAIM WHETHER IN WARRANTY, CONTRACT, T, OR STRICT , FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES R LTING FROM THE E OR USE OF EQUIPMENT. INCLUDING BUT NOT LIMITED TO INCIDENT OR CONSEQUENTIAL FOR LABOR, LOST PROFITS, LOST SALES, AND INJURY TO PERSON OR PERTY, OR ANY OTHER L LOSS OR DAMAGES. PURCHASER AGREES THAT IN NO EVENT WILL S LIABILITY ON ANY CLAIM PURCHASE PRICE ACTUALLY RECEIVED BY ACT FROM PURE SER FOR THE EQUIPMENT IN S 11. ecury nterest. urchaser grants Air Cleaning Technology a security I !s�st In the equipment to secure payment of the balance due ereunder. Purchaser authorizes ACT to file this ment as a financing statement or to sign on behalf of porch r and file any other financing statements respect to the equipment In any place ACT deems necessary . 12. Attorneys' Fees: Purchaeexwill be liable to ACT for all onews expenses and attorney's fees Incurred by ACT In enforcing its rights and rarnfles under any agreerne eon purchaser and ACT.. 13. Ordinances: Any and all requi licenses, ce cattle and operating permits will be the sole responsibility of the purchaser. m, 14. Miscellaneous: THESE TERMS AND NDITIONS AND THOSE IN ACTS QUOTATION CONSTITUTE THE ENTIRE AGREEMENT BETWEEN ACT A T PURCHASER. Such terms and conditions are applicable to all orders accepted by ACT unless othe as spec tally agreed to by ACT In writing. Purchaser will be deemed to have assented to all such term d condition f any part of the equipment is accepted'. Any additional or different terms and conditions c Ined In purchase order or response hereto will be deemed objected to by ACT and of no effect. This prop and Its acceptance wl gave In all' respects by the laws of the state of California.. in the event of a Bre , both parties agre e that an ult will be brought In the courts of the State of Cailfcrnis.