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CONTRACT 4241 Maintenance and Repair Agreement CLOSEDMAINTENANCE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND AMTECH ELEVATOR SERVICES THIS MAINTENANCE AGREEMENT ( "Agreement ") is made and entered into this 281` day of March, 2012, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and AMTECH ELEVATOR SERVICES ( "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 March 28, 2012, to September 30, 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 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. 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 .. accordance Code A copies of the prevailing rate of per d` available wages are / * request Engineering or website for State of California Prevailing wage determination at http://wivw.dir.ca.gov/DLSR/PWD. CONTRACTOR must post a copy of the prevailing rate of per them wages at the job C. CITY directs • + 3098 concerning the employment of apprentices by CONTRACTOR or any committee has eaed an average or 1•.. -1+: aays before request or _ii, — -When -t- numberof apprentices in training in the area exceeds a ratio of one to five, or iii, When the trade can show replacing membership through apprenticeship training on an annual basis state-widi or s 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 1 eight 1 contracts 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 1 if other M ! the public ! contributions. vi. CONTRACTOR and any subcontractor must comply with Labor Code § !' 1777.6 in the employment of 1 vii. Information relative to apprenticeship standards, wage schedules and ether requirements may be obtained from the Director of Industrial Relations, ZMEM 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. 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. 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: 1 am I y 1 oil WiRWAIUMP Workers 1 ` 7 ♦i M 4 w ` $1,000,000 $1,000,000 1 i liability & Commercial general or `f the requirements of ISO-CGL Form No. CO 00 01 11 85 or 88, The amount of insurance set forth 42 4 1 . 1 - 41 k. A C. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol I (Any Auto). 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. TIMIE FOR PFRFORMANCE. 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 ■ q 1111, som Ij goggTo Mg I Igo I 10i I a litsi 147;1.1 Lei Ing I I 8, TERMINXIrION. 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 um� �6�)) 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. 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 wil I survive termination of this Agreement. 4 2- 41 1 0 1 , ka,,,,d A. All notices given or required to be given pursuant to this Agreement will be writing and may be given by personal delivery or by mail. Notice sent by in will be addressed as follows: To CITY: Attn: PUBLIC WORKS DIRECTOR City of El Segundo 350 Main Street El Segundo, CA 90245 To COATRACTOR: Attn: Judith Brown Amtech Elevator Services 9808 Firestone Blvd. Downey, CA 90241 B. When addressed in accordance with this paragraph, notices will be deemed 'iv upon deposit in the United States mail, postage prepaid. In all other instancl 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. TAY4-'-AYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with ? Taxpayer Identification Number. 13. WAIVER, A waiver by CITY of any breach of any terni, covenant, or condition contained U"k-U-4f P-�Mr +raiq 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. Z�� 42 4 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 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 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. 424 1 . At IN WITNESS WHEREO%voks Me executed this contract the day and year first hereinabove written. ,a S EEN GRANTED SPECIFIC AUTHORITY ONLY TO SIGN THIS CONTRACT SUBJECT TO THE ACrOWLEDGEMENT LETTER DATED CITY OF EL SEGIMDO -ATTACHED HERETO AND a g, eral law cif MOE PART HEREOF . .. ....... Greg I.Perpl. City meager ATTEST: r4r­�_ y Ci Clerk APPROVE 'T MARK D. S C By: Kai, H. Berger, A Signature Branch Man_4ML__"_ Title Taxpayer ID No. 06-1417004 Attorney City Attorney Page 8 of 8 NAES Mquisition Corporation dba Thank you for your order 9808 Firestone Blvd. Downey, CA 90241 Attention: Judy Brown Thank you for allowing us the opportunity to do business with your company. Enclosed are two signed copies of our Agreement with you for the Valve Replacement to be performed on Elevator State #063216. Our acceptance of this Agreement is conditioned by the f -u l d o KI) , 0 pi t Ili 111M ",' I' V 1,161161116 111,111w, NOW Cullivattill - arl-716 ZqMPRICUNT M accepted by you upon our commencement of the Work. 8. TERMINATION Amtech does not agree to termination for convenience purposes. The Customer may, by written notice to Arntech, terminate this Contract if Anitech fail& to perform any of its material obligations Wi low, 9, INDEMNIFICATION g. 1' ntatives, certed volunteers only for losses due to personal injury, or property damage to the extent caused by our �-, M or the negligent or wrongM acts or omissions of our enralleesam-ents and subcontractors during the performance of this contract, but not to the extent caused by others. Each party shall defend itself in the event of a lawsuit. It is expressly understood that this provision will survive termination of the Agreement. 23. FORCE MAJEURE Delete article 23 in its entirety and substitute the following: contrarv- neither w shall be liable for any loss. damas or dela i due 4 to TW,-Q any cause vej'onu USMFTT-pmj�T�r� theft, weather, natural or man-made disaster, civil commotion, mischief or act of God." GENERALLY IL b1l lip,uidated or conseguenfial darnaves of any kind inel dLn% not limited to, loss of goodwill, loss of business opportunity, additional financing costs or loss of use of any equipment or property. Page I of 2 'We want to take this opportunity to thank yon for this order, AMTECII ELEVATOR SERVICES r WWI Rise, 2 of'2 4dj MEMSM s Foicili Maintenance ISO IUNOIS ST El +% CA 'M i full 9 349 MAIN SMEr 348 MATN STREET 4L li i! Services Movator Judith n Phone, () Fax�MQ)353-031 We will provide labor a ial to i and Install on the above referenced machine(s) the following; (includes VALVE BKP_LACEMWM Cost Breakdown. Material Costs + a+ Labor Costs (includes required hours to remove and Install now valve and re-parlorrn Load TOO) $2,199.29 OPTION: 14�wmufflier "I'" " I". � ��' 1'he a N'� t f muffler I's e� � s let iJ BI at M with old 'sin it. it ww u�i rraru ®rre cost � �'� e� to replaced araaa it waiCesituuuaa @auk the r aui "e will provide lab ra�aaerial to n^ "'-the existing uaauu ukc with a r►eww�u .a.$ M 09 L App* ry W 4 j PlJ' $4,174.04 IFour thousand one hundred seventy-four doll am and four cerft This price is based an a arty porcem (300/9) downpaymem In the wriount of $2,087.01 ,rhis proposat, Including the provisions print n the last pagt(s), armd the opecificatioms amd other provisions attached hereto shall, when accepted by you below and approved by our authorized representative, constitute die entire contract between J ard all prior representations or agreements not Incorpomted hereon are scup ersede& Submitted Accepted in DupUrAtc, CUSTOMER Approved by Authorized Representative IJ Signed: Print Name: 'raft. Emm "Ur mmmm1m= 0 Principal, Owm or Au of Represerative of Principal or Owner Agent: (Name of Principal or Owner) AMTECH ELEVATOR SERVICES Approved by Authodwd Represcrildive m . . . . . . . ........ . . 010'a qldN ftM & A 1� n Em".— -4% MW R— A) � �041'VJQJ'W, JIM l�r 7?eP I ')(VlfK I 14A AN 0 I Nmqtmwwn is lojw locuffival wiffidrim"I tiy Im Wier toelecapmea byyml.