CONTRACT 5349 Maintenance and Repair Agreement CLOSED Agreement No. 5349
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
MUSCO SPORTS LIGHTING LLC.
THIS MAINTENANCE AGREEMENT("Agreement") is made and entered into this 18th day of
May, 2017, by and between the CITY OF EL SEGUNDO, a general law city and municipal
corporation ("CITY") and MUSCO SPORTS LIGHTING a California limited liability company
("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 May 18,2017 to September 30,2017. 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
wage requirements and CONTRACTOR agrees to pay any penalty or civil
damages resulting from a violation of the prevailing wage laws.
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Agreement No. 5349
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
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.
vii. Information relative to apprenticeship standards,wage schedules and other
requirements may be obtained from the Director of Industrial Relations,
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Agreement No. 5349
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:
Tvt)e of Insurance Limits(combined sinl, }
Commercial general liability: $1,000,000
Business automobile liability $1,000,000
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
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Agreement No. 5349
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:VH" 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. Should CONTRACTOR begin work in advance of receiving 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
CITY at least thirty(30)days before the effective termination date.
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Agreement No. 5349
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 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.
10. 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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Agreement No. 5349
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.
11.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: Mark Trujillo
City of El Segundo
350 Main Street
El Segundo,CA 90245
Phone: 310-524-2716 or 310-524-2882
Fax: 310-647-4223
To CONTRACTOR: Attn: Jim Hansen
MUSCO Sports Lighting LLC.
Phone: 800-825-6020
Fax: 888-397-8736
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.
12. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
13.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.
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.
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Agreement No. 5349
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.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 ELECTRONIC SIGNA'T'URES. 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 electronic (pdf.) or facsimile transmission. Such electronic or 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 Exhibits, 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 Exhibit constitutes the sole
agreement between CONTRACTOR and CITY respecting the above-referenced scope of
services. 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.
[SIGNATURES ON FOLLOWING PAGE]
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Agreement No. 5349
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY OF EL SEGUNDO MUSCO SPORTS LIGHTING LLC.
a genera law city.
Greg nter J Ha ,
City eager Secretary and General Counsel
ATTEST:
ID No.
Taxpayer
. � 751
T °y,'1�1.eer,
C�Cleo
APPROVED AS TO FORM:
� .. r ...
Mark D.Hensley,
City Attorney ' ry
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EXHIBIT Agreement No. 5349
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Campus El Segundo Athletic Fields SVC-390952
City of El Segundo
El Segundo, CA
Date: March 28, 2017
Attention: Mark Trujillo
Quotation Price
The fee for services rendered including lamps,labor and lift..........$7,530.00"Plus applicable sales tax.
"This quote does Include prevailing wage rates.
ltooelve Au'gast Ist Catl'lamds now mqulres online subm ilta'lu o't corlfflod payroll reports,-Woo will need the MR project Number in order to do that.This numberlhas to be
provided by the custome'dawa'rding agency and is o'bt'ained wham Illing a prevailing wage job through the Department oI Industrial Relations, 11 you wouldn"1 mind forwarding
the MR pm eol number to my attention'when avellable,that would be grealty appreolaled'. Your purchasing)or payroll personnel should be able to assla't you with this
Intormatlon.
Please note,for luture protects making sure this DIR number Is Included on the PO.
woe of service .
Musco proposes the following service:
0 Re-lamp 56 Musco 1,500 waft LSG fixtures(Replace lamps,Clean lenses and reflectors,old lamp disposal)
In connection with the Services,Musco will provide basic materials consisting of(56)Musco 1500 watt Z lampsr". If additional time or
materials are needed to complete the Project,Musco will obtain Customer's consent before proceeding.
Notes
• Access for poles S1 and S2 will need to be from the street.An escort will be required and need to be provided by the
city.
• Reasonable access to all poles with construction-sized lift If required.
• Ground protection(plywood)and assistance to move,'If needed,provided by owner.
Environmental CDmpllance Notice
HID lamps contain mercury(Hg), a hazardous substance that is regulated by state and/or federal law, and must be managed according to
disposal laws. HID lamps removed from service contain mercury and will have transport arranged for delivery to a recycling facility.
Payment Terms
Payment terms net 30 days from delivery. Late payment will be subject to service charges of 1 YA% per month (18%APR). Any
additional Imaterials needed will be charged at an additional price. In addition,City of El Segundo shall pay and be responsible for when due
all local applicable sates,use,franchise,gross receipts,or similar taxes relating to this Agreement. It any payment is not made when due,
C'ustom'er will'pay a delinquent charge of 1-'1t2%for each month,or a portion of month,that a past due'balance'remains unpaid, Customer'
agrees to pay all cost(including reasonable att'orney's fees and court costs)associated with collecting any delinquent amounts due. Freight
Charges have been Included in the above prices. Sales tax is NOT I'nc'luded as part of this quote,
Mewmw and Permils
MUSCO, a non-union organization,requires City of El Segundo to arrange and secure all licenses,permits and/or applicable labor contracts
with local authorities.MUSCO shall not be held responsible for local union labor and any permits,if required.
Nnnilob tv
Before Musco enters the Property to set up Its equipment under this Agre'eme'nt,Customer must notify Musco of any landscaping or surface
areas that are to be avoided by Musco In selling up its equipment. Absent Musco"s negligence or willful misconduct,Musco Is not,at any time
or to any extent,liable,responsible or In any way accountable for any loss,injury,death or damage to persons or property,from any cause
that at any time may be suffered or sustained by Customer,or by any person on or about the Property arising out of the entry or adiv'itles on
the Property by Musco,or any person or persons permitted on the Property by Musco,
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Agreement No. 5349
Pdoes are good for acceptance and delivery for 90 days only,unless such time is extended in writing. It you have any questions regarding the
quotation,please call me at 80042"020.
Si�nnoerlel�y,,,
Troy Shilling
Lighting Services Sales Rep
Musco Sports Lighting
800-825.8020
888-397-8738 fax
troy.shilUng@musco.com
2