CONTRACT 5303 On Call Agreement CLOSED Agreement No. 5303
ON-CALL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
SIEMENS INDUSTRY, INC.
THIS MAINTENANCE, REPAIR and ON-CALL SERVICES AGREEMENT
("Agreement") is made and entered into this 15th day of March, 2017, by and between
the CITY OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and
SIEMENS INDUSTRY, INC., a Delaware 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; and as specified in the attached
Exhibit "B," which is incorporated by reference.
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 for
CONTRACTOR's services not to exceed Twenty Thousand Dollars
($20,000) per year. CITY will pay for work on the basis of the hourly rates
and cost reimbursement rates as specified in the attached Exhibit "A,"
which is incorporated by reference.
2. TERM. The term of this Agreement will be from March 1, 2017, to February 28,
2018. The Agreement may be renewed annually upon mutual consent of the parties by
amending this Agreement. In the event the total amount paid to CONTRACTOR
pursuant to this Agreement exceeds $45,000, such amendment must be approved by
the City Council in accordance with ESMC § 1-7C-4.
3. SCOPE OF SERVICES,
A. CONTRACTOR will perform the maintenance, repair and on-call services
listed in the attached Exhibit "B," which is incorporated by reference. The
provisions contained in this Agreement supersede any conflicting
provisions in Exhibit B.
B. Maintenance, repair and on-call services required by CITY will be provided
on an as-needed basis with CITY determining and advising
CONTRACTOR as to when specific services are required to be performed
or completed by CONTRACTOR. Requests must be memorialized using a
notice to proceed that may be in the form of a purchase order. The
provisions contained in this Agreement supersede any conflicting
provisions in a purchase order issued for maintenance services.
C. CONTRACTOR will, in a workmanlike manner, furnish all of the labor,
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Agreement No. 5303
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
rneans whatsoever, except as herein otherwise expressly specified to be
furnished by CITE`, necessary or proper to perform and complete the work
and provide the professional services required of CONTRAC"FOR by this
Agreement.
4. PREVAILING WAGES
A. Pursuant to Labor Code § 1720, and as specified in 8 California Code of
[:Regulations § 10000, CONTRACTOR must pay its workers prevailing
wages, It is CONTRAC FOR's responsibillity to interpret and implement any
prevailing wage requirernents and CONTRACTOR agrees to pay any
penalty or civil darnages resulting from a violation of the prevailing wage
laws.
B In accordance with l...abor Code § 1 7 x'3.2, copies of -the prevailing rate of
per diern wages are available upon request from CITY"s Ii::ngineenng
DMsion or the wwebsite for State of California Prevailing wage
l u r.°:; .r.r«7w/t l_SP21P V�PO. CONTRACTOR must
determination at tl....... ,:. y v .,g"PV
post a copy of the prevailing rate of per diern wages at the jolly site.
CITY directs CON"I"TRACTOR's attention to l...abor Code §§ 17 77.5, 1777.0
and 3008 concerning the employment of apprentices by CONTRACTOR
or any subcontractor.
1::1u 1....abor 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°
ii, When ernployment in the area of coverage by the joint appren..
ticeship committee has exceeded an average of 15 percent in the
00 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
I
iii. When the trade can show that it is replacing at (least 1 130 of its
membership through apprenticeship traii-Mg on an annual basis
state-wide or locally, or
Agreement No. 5303
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 estab-
lished 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 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. PAYMENTS,
A. For CITY to pay CONTRACTOR as specified by this Agreement,
CONTRACTOR must submit a detailed invoice to CITY.
B. CITY's city manager may authorize payments for special items of work not
included in the project scope of work and services. Payments for special
work will only be made after CITY issues a written notice to proceed for
the specific special tasks. A written scope of work, an agreed upon
additional fee, a schedule for starting and completing the special tasks,
and an agreed upon extension of the time for performance, if needed to
complete the special work, will be required before CITY issues a notice to
proceed for special work. All special work will be subject to all other terms
and provisions of this Agreement.
C. In the event the total amount paid to CONTRACTOR pursuant to this
Agreement exceeds $45,000, any further amendment must be approved
by the City Council in accordance with ESMC § 1-7C-4.
I 6. FAMILIARITY WITH WORK,.
A. By executing this Agreement, CONTRACTOR represents that
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Agreement No. 5303
CON FRAC I'OR has
i I horoughly investigated and considered the scope of services to be
peiilorrned,-
k Carefully considered how the services should be peirforrncd; and
a6, 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.
7. INSURANCE,
A Before commencing performance Linder 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-, $2 Million
Business automobile liability $1 Million
Workers compensation 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 01 06 92, including symbol 1 (Any Auto).
D, CONTRACTOR will furnish to City duly authenticated Certificates of
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Agreement No. 5303
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.
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.
8. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this
Agreement until:
A. CONTRACTOR furnishes proof of insurance as required under Section 7
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.
9, 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.
D. By executing this document, CONTRACTOR waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
10.INDEMNIFICATION.
A. CONTRACTOR indemnifies and holds CITY harmless from and
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Agreement No. 5303
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.
E. IFor I:-)urposes of this section "Cl 1"Y" includes CITY's officers, officizils,
eimployees, agents, representatives, and certified volunteers
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
11,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.
12.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. Such noticing
does not include day-to-day communications between CITY's and
CONTRACTOR's project managers, Notice sent by mail will be addressed
as follows..
0 Cl y Martin Whitehead
Depailment of Public Works
City of El Segundo
350 Main Street
EI Segundo, CA 90245
To CONTRACTOR
Tom Murray
Siemens
6141 Katella Avenue
Cypress, CA 90630
B, When addressed in accordance with this paragraph, notices will be
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Agreement No. 5303
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.
13.TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
14.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.
15.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.
16.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.
17.CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
18.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.
19.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.
20.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.
21.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.
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Agreement No. 5303
22..IC,F IECT f"' C014FI•••.II T. 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.
23. AIPTION „ The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the lnterpretation of this Agreement.
24.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 sirnHar causes (beyond the Parties' control, therm
the Agreement will immediately terrn nate without obligation of either 1party to the other.
25.ENTIRE AGREEMENT. This Agreement and its one attachment constitutes the sole
agreement between CC NTRAC.roIR and UTY respecting Elevator (Maintenance,
Repair and Our-call Services. To the extent that there are additional terms and
conditions contained in (Exhibit "B" that are riot 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.
Agreement No. 5303
IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
TRY, INC.
Cl l"Y F El SEGUNDO SIEMEt4f `TR
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Gre, arp ter,
City anager
ATTEST:
Taxpayer ID No, I Z7(p7MO'b
Tr CY ve,,)
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Ci,YV Cle"k," e
..Au J L-C-_ Business License No,
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State License No.
APPROVED AS TO FORW
Mark D. Hensle
City Attorney
Insurance Reviewed by'.
Agreement No. 5303
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Agreement No. 5303
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Agreement No. 5303
LAI HMT 13
.)N-CALL U1VACSERVJCES
1-0, ON CALL HVAC SERVIICES:On-CaH and lintergency Services shall be performcd
on as 24-hour.7 day-a-weck basis,unrelatod to p eventivc maintenance activities.The
On-call Services bid item will provide qualified man power and equipment on an hourly
basis to perfonn routitic HVAC/Mcchanical repaim or replacements that do not fall
under the de-scriplion of preventive nutifflenance, ws well us emergency
I IVAC/Mechanical repair or replacement.
I TelciAlone rusponsc taro culls must be wuhin ihhly(30)wninutes of scrvicccul I,wven(7)
days per week, twenry-Four(24) hours pus, day. The Cowilractor be capat,,4c of
responding to more ffian one location at thesarne finte.
2-1), ON-CALL NON-liMERGENCY 11VAC SERVK'X CALLS: When notified, flic
Contractor will respond by telephone within thirty (30) minutes aftcr the request is
placcd, At the discredon of the Maintenwice Sulwrvi-sor, the Contractor shall
physically respond to repair calk during nonnal business hours(MondayFriday,&W
a.m., - 50)p.m.) within lljur(4),twoum of receiving tfic call, Itepair calls that occur
between 5„00 pan.ihroug1a7S)0a,rn.,or on weekends and holidays,will he bilkd at the
aplimpliate Prenlival,thyle late diff'cren(ial.
Stil#crvis,e)r,the("Onfractor tuay somedme%have to provide a writtert csibitate,for non-
wilbin two,(2)day,,,,and bep",in,repairworkivilhin five(5)dayh
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of the original request if the proposed repairs are approved.
2-1, The Maintenance Supervisor will aulhorive all non-ernergency work.111C C nkruclor
will provide written "not-to-exceed" esfiniakes on idl non-emergency work that
Conforms to Section 111-16 of these specification.s. "rhc cstifnate will include the
nuwnbcr of hours, hourly raw, number and type of cniployces requited, cstivnimed
rnatcrial cost and completion date. It will be the Contractor's responsibility to ensure
they havc all informalion to prepare accurate esfirriffies, at no additional cost to the
City"
2-1
Work will only be performed with the City's written authorization wiffiin the firivic
II' riod agreed upon between the City avid the selecmd proposer. Upon authorization,
actual work will,not execcd the Contractor's estimate.Unrcammable,cstimatm%wfll be
deemed cause to terminate this confrack,
3-0., EMERGENCY 11VAC SERVICE CALLS:When notified,the Conan acfor will respond
by 10cphone within thirty(30)minutes mid provide se cc at the aff tcd site within
cc
two(2)hours after the request is placed..The Contractor shall provide a twcnty four
(24).-hour emergency phone number. Ili c City reserves the right to cont ma with any
officr VcndoTIra thcca%cof art emergency,if noresj:x arose car un1imclym%porL hL
spin. bcen
made by the Contrilcror,
3-1. The Maintenance Supervisor will authorize all cmcrgcncy work.
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