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CONTRACT 5424 Maintenance and Repair Agreement CLOSEDAgreement No. 5424 MAINTFNANCE AGREENIENT BETWEEN THE CITY OF EL SEGUNDO AND TRUELINE CONSTRucTiON & . k-igM96-- THIS 'VIA i NTEN,`% M."E, AORLEMENT (.-Aurceinent") is made and entered into this 23"' day of October. -1017. by and between the CITY OF EL SEGUNDO,a general law city and munic 1pal corporation (-CITY-) and TRUELINE CONSTRUCTION & SURFACING. INC.. a California Corporation ('•coNTRAcTOR"). The Patties agree as follows: 1. CONSIDERATION. A. As partial cons i derati oil. C'ONT'RACTOR agrees to perfonn the work listed in the SCOPE OF SERVICES. belo%N : B. As additional consideration. CONTRAC'11)R and CITY agree to abide by the tennis ,:wd conditions contained in this A - NC111 Vill; C. As additional consideration. CITY agrees to pay CONTRACTOR on a lunip sum hais an amomil sc( [01,111 in the ffluhud [`%Isibil "A." which is incorporated by �%('Orehcc, tbr CONTRACTOR's scr% jce.s, urry will pay such airmunt promptly, 6M VIM Ltlor Ilmn thiriy ) Vi4)) days aficr rccelvfli�g CONTK�CTOR's invoicQ, 2. TMM. The tenn of this Agreement will be fironi October 1, 2017 February I. 2018, The A-reernem may be renewed upon mutual consent of the parties. C- 3. SCOPE OF SERVICES. A. CONTRACTOR vvill perform services listed in [lie attached Exhibit A. B. CONTRACTOR will, in a workmanlike manner, furnish all of the labor, lochnical, adniiiiistrativc. ;)rol'essional and other personnel. all supplies materials. equipinent, printing, vehicles. transportation. office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as hel,611 otherwisc expressly specified to be furnished by CITY. necessity or proper to Iwiforivi and complote the work and provide the professional services required ol'CON"I RAC TOR by this Agreement. 4. PREVAILING WAGES. A. Pursuant to Labor Code § 1720, and as specified in 8 California Code of Regulations § 16000. CONTR u \ (11'() R must pay its workers Prevailing wages, it is CON]"RACTOR's responsibility to interpret and implement any prevailing IMMORM, Agreement No. 5424 Information relative to apprenticeship standards, wage schedilles and oili requirements nlay be obtained 1rom tile Director of ljidLIStrial Relatioi ex -officio the Administrator of Apprenticeship, San Francisco, Califonli or froin the Division of'Apprenticeship Standards and its branch offices. CONTiukcTOR and its subcontractors must keel) all aCCUratc certified payroll records showing, the Ilallle. OCCLIpation. and the actLial per diern wages paid to each worker employed in connection with this Agreement. The record \vIII be kept C - open at all reasonable hours to the inspection of the body awarding the contract and to tile Division of' Labor Law Enforcement. It' requested by CITY CONTRACTOR 111LISt provide copies of the records at its cost. A. By eXCCLITitIg this Agreement. CONTRACTOR represents that CONTRACTOR has Thoroughly investigated and considered the scope of services to be perf'ornled: ,I, Carefully considered how the services should be performed: and i. Understands the I'acilitics, difficulties. and restrictions altendinu, performance OC111C Sel-ViCCS Under this Agreement, Z� 13. If services involve work Up011 any site, CONTRACTOR warrants that CONTRACTOR has or will illVe;doak- the site and is Or will be fully acquainted with the conditions there existin-, before commencing Z. _, the services hercunder. Should CON'l Ri\CTOR discover any latent or unknown conditions that m4y materially al-(�ci tile perl'orniance of the servicvs. CONTRACTOR wwill 1111111c(fiately inf,01,111 CITY of such t"M md will not proceed except at )NTR,,,\( .1 I'Ws own risk U11111 \\Tillell iIlStTttCti01IS are received 1i-oni CITY. A, Bel -ore commencing performance Under this Agreement, and at all other mules this Agreement is elTective, CONTRACTOR will procure and maintain the following types of i1lsIjra0lt%,, with covelsge limits complying. at a minimum. with the limits set forth below: t, I Qe Commercial general liability: Business automobile liability Workers compensation S I M0,000 Agreement No. 5424 B. Commercial general liability InsttrarICC Will meet or exceed the requirements of ISO -CGL form No. C'Ci 00 01 11 �® lir 88. The anlotrtlt of Insurance set forth above ®vile be a combined sirt`6le limit per occurrence Ill' bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to IIaine City. 11s Officials. and employees as —additional insureds" under Said IIISttrance coverage and to state that such insurance will be deemed `primary" such that any 0111CI" 111SUrancc that May be carried by City `gill be excess thereto. Such insurance will be oil an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except 1.111011 thirty (30) days prior written notice to Clty. C. Automobile coverage trill be written on ISO Business Auto Coverage I"ornl CA 00 01 06 92, inCludinrg, symbol 1 (Any .ALILO). U. CONTRACTOR will furnish to City duly autllenticated 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 its May be reasonably required by City from tiller to mile. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating ()I'' A:VII." CCrIIfICalC(S) must reflect that the insurer will provide thirty (',0) day notice of any cancellation of coverage. CONTILACTOR will require its IIISUYCr to lllodlfy such certificates to delete any exculpatory wording stating that failure of tilt insurer to mail writtcll notice of cancellation 1111poseS 11e1 ohli��ation, and to delete the word "ctldeavor`° with regard 10 any notice provisions. F. Should CONTRACTOR, for any reason, thil to obtain and maintain the insurance required by this Agreement. City play obtain Such coy crage at CONTRAC'TOR's expense and deduct the cost of Stich insurance Irom payments due to CONTRACTOR under this Agreement or tcrmivate. 7. TIME FOR PERFOWNIANCE. CONTRACTOR will not perform any work under this Agreement lentil: A. CONTRACTOR furnishes proof of Insurance as regUiR.'d Under Section 6 ofthis A-rcenlent: and 13. CITY gives CON I`RACTOlt it written Notice to Proceed. C. Should CONTRAC'TOIZ begin work in advance of receiving writtcll at11110 lZattoll to proceed, any Such professional services are at C'ONTRACTOR`s own risk. 8. T MINA"rION. A. Except as otherwise provided, CITY play terminate this Agreement at any time With or without cause. Notice of termination will be in writing. Paul° 4 of'S Agreement No. 5424 B. CtlN'FRACTOR may terminate the, upon providing written notice to C:1'I"Y ;it least thirty (30) daays before rhv. vi'l'"ective termination date. C. Should the Algreement be terminated pursuant to this Section, CITY may procure Oil its own terms services similar to those terminated. DJ By executing this document, CONTRACTOR waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. I`.DEMNIFICATION, 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 put -poses of this section "CITY"' includes CITY's officers, otiicials. employees, agents. representatives, and volunteers. C. CONTRACTOR expressly agrecs that this release, waiver, and indemnity itita° °titcitt is intended to 1 �� �t�s lit°��ti 8 tt�ita incltt i °�� wt i I crtatitt l by the law of the Slaatw (if t i�alitairaaia aarad than Wally �poaion i:; held invalial. k is tagrced that the baakince will. slow ithstarldine, contiime ill full le"'d liara,e and cfl'ca. D. It is expressly understood and agreed that the foregoing provisions will survive lerminaiion of this Agreement. 1. The as to thea tvpes atiatl litmJil's ail` iimsiairaatma:e coverage to be maintained by t't. NTR aaCT Ili'. as required by this Agra enieitt. iaiad ally iappl'o al apt"said iimsurtanee hV CITY. ,ary not intended it) and will not in anv aiaaaimner limit or qualify the hitlmilitaes tat�md oblil:Nl6011s Otherwise assumed by CON TRAC"'J'Ok pursttalau to this „ I„rCelijell t, iucludin”, without limitation. to the provisions concerning indeninitication. Agreement No. 5424 INDEPENDENT9. 1 CONTRACTOR agree that controlCONTRACTOR will act as all independent contractor and will have of all work and the manner in which is it performed, CONTRACTOR1 contract For similar service to other entitledagent or employee or CITY and is not to participate similarbontis or detailsmay appear to give CITY the right to direct CONTRACTOR as to the 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 ofthe work only. Mulma—M M_ A. All notices given or required to be given pursuant to this Agreement will be in writing an(] may be given by personal delivery or by mail. Notice sent by mail will he addressed as follows: To CITY: City of El Segundo Attn: Shawn Green 350 %Main Street EI Segundo. CA 90247 Phone: 310-524-2716 or 310-524-2552 Fax: 310-647-4223 To CONTRACTOR: "lei°uefine Constrt`ction & url�tcing, Inc. Attn: Janet Danes 1651 Market St. 413 Corona. CA 92950 Phone: L)5 f -S 17-0777 Fax: 951-517-0770 !; be upon deposit in the United States mail, postage prepaid. In all other instances. notices will be deemed UiVell at the linle Of'UILMI deliverv. 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. s AYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a Taxpayer Identification Number. 12. WAIVER. A waiver 1 y CITY of any breach or any term, covenant. or condition contained in this Agreement will not be deemed to be ♦ breach other term. covenant, or 1contained Page 6 of Agreement No. 5424 13. CONSTRUCTION. The lan`giage of each part of this Agreement will be construed simply and according to its lair mca ming. and this agreement will never be construed cither for or against either party. It SEVERABLE. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or uncnfilrccablo then such portion will be deemed modified to the extent necessary in the opinion of the court to render Such portion etltorceable and, as til) modMaL such portion and the balance of this Agreement "ill continue ill full force and effect. 15. CAPTIONS. The captions of the paragraphs of this Agreement an 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 contitltltie a continuing waiver. IT INTERPRETATION. This Agreement was drafted in, and will be construed in accordance %tith the IawS of the State of California, and exclusive venue for any action involving, this agreclllcnt will be In Los Angeles C altlllt%. 18.:1L`TFIO I'I'Y/`-IO IFICATION. This Agreement may be Subject to and conditioned upon approval and ratification by the EI Sytmdo City Council. This Agreement is not hindinvg upon CITY until executed by the City Manager. The Panics represent and warra to that all necessary action has been taken by the Parties to authorize the undersigned to execute this ,'\crreemcnt and to engage in the actions described herein. This :agreement may be niodified by written agrecmcnt. C'ITY's city manalger may execute any such anicndnium on behalf ufMY. 19. ACCEPTANCE. OF FACSIMILE SIGNATURES. The Parties agree that this Agreement. agreements ancillary to this Agme rlent, and related documents to be etitcred into in connection with this ;X recinein will be cumidered Sa!rllcd %vhell the Signature of a party is delivered by facsimile transmission, Such facsimile signature till be treated in all respects as having the same ef`tect as an original '�Ignatulc. Ak EFFECT OF CONFI.I(:T`. In the event of ally conlllct. inconsistency. of Incongruity between ally provision ol` this Apvcmcnt, its attachments, the purchaSc rider, lir notice to proceed, rile pro% isions UI this Agreement MH govern and control. 31. CAPTIONS, The captions of we palnagraphs of this Aglve rierlt arc Ar cmwetltetwe of reference only and will not affect the interpretation of this Agreenlent. 21 FORCE `1AeI U E. Should perlilnnance of this Agmement be prevented due Low !loud, explosion, war, terrorist act, embargo. government action, civil or military authority, the natural elements, or outer similar causes beyond the Parties' control, then the Agreement will immediately teniiinate withottf obligation of either party to the other. D. ENTIRE AGREEMENT. This Agreement and its one attachment Constitute', the Sole ngrectnetu bet"wi CONTRACTOR and CITY respecting, lead based stabilization. To the extent Agreement No. 5424 that there arc 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. ten -ns or other agreements expressed or implied, oral or written. IN WITNESS WHEREOF the parties heretic have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO ATTEST: TRUELINE CONSTRUCTION & SURFACING Ed Kruse, President r � 61 .. ��....,,, Taxpayer ID No. a° r Tt t. � Clerk � APPROVED AS TO FO R1v1: Mark D, I ens _. City Attorney Pa(-,c8of8 Y C life COhSTRUC fIUN K SURFACENG 1010 ALL GAME COURT SURFACING 6 WINDSCREENS Name / Address Cln• UI'EI Sl'_gUn(IU X50 Main Slrcet t -:I Segundo. CA 011245-389�; atln: Shaun Green Exhibit A Trueline Construction & Surfacing, hic. 1651 )`Market St. 4B Corona, C/k 91940 951-917-0777, Fax 951-417-0770 www.gotrucline.ccm 1ALOiseKu 662625 t)IR 1110110116579 TRIC1111C IS a mcmhu Ol'ASBA, CPRS. C.\S13() & LISTA Agreement No. 5424 ®ate Estimate # 1) 26 2'017 2086-111.,