CONTRACT 5507 On Call Agreement CLOSED Agreement No. 5507
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 13th day of March, 2018, by and between
the CITY OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and
SIEMENS INDUSTRY, INC., 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; 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 Forty Thousand Dollars
($40,000) over 2 years - Twenty Thousand Dollar ($20,000) per fiscal
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, 2018, to September 30,
2019.
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,
technical, administrative, professional and other personnel, all supplies
and materials, equipment, printing, vehicles, transportation, office space
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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.
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 httj,,i;1Mww,(,fir,c c ov/IC�LSR/P WD. 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 appren-
ticeship committee has exceeded an average of 15 percent in the
90 days before the request for certificate, or
H. 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.
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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.
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONTRACTOR represents that
CONTRACTOR has
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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.
7. 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:
Tvice of Insurance Limits (combined singles
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, or equivalent.
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
Insurance evidencing maintenance of the insurance required under this
Agreement, endorsements as required herein, and such other evidence of
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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.
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
against any claim, action, damages, costs (including, without
limitation, attorney's fees), injuries, or liability, arising out of this
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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.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, 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:
To CITY: Jorge Prado
Department of Public Works
City of EI 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
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
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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.AUTHORITYIMODIFICATION. This Agreement may be subject to and conditioned
upon approval and ratification by the EI 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 ELECTRONIC 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 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.
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Agreement No. 5507
22.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.
23.CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation 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 similar causes beyond the Parties' control, then
the Agreement will immediately terminate without obligation of either party to the other.
25.ENTIRE AGREEMENT. This Agreement and its exhibit(s) constitutes the sole
agreement between CONTRACTOR and CITY respecting Maintenance, Repair and On-
call Services. To the extent that there are additional terms and conditions contained in
Exhibit "B" 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. 5507
IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
CITY"! F E '$EGUND9 SIEMENS INDUSTRY, INC.
.................
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ATTEST:
Taxpayer ID No.
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Business License No.
State License No. L14 WU 09 1 --,S
APPROVED AS TO FORM:
for
Mark D. Hensley,
City Attorney
Insurance Reviewed by:
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SIEMENS EXH1131T A Agreement No. 5507
AUT110RIZATION,ro PROCEED
We are responding to a request(of service at your facility,It is possible the service,yam are tequesting,Is considered bigable according lo the Ipm of your Service Contract and/or your system
wastanty-An accomf representative may contact you to discuss the services we are Providing in order to ensure your satisfaction and:,clarify any billing that may arise(Tom this service.For your
conventierice,we are providing a copy of out most recent pubfished service rapes.As a Service Contract customer,you will be entitled to your contacted dismad for all labor in Die:event Ibis
service call!istrillaW. Ali rates are current as of are subject to change with or without notice. Please be advised that Portal to Portal labor charges may apply.
Service Contract Contract Contract Non-Contract Now Contract Non-Contract
Customer Customer Customer Customer Customer Customer
Standard Time OverTime Double Time
Standard Tkne Over Time Double Time
j On-Une Support; I Hr Min i Hr Min I Hr Min 2HrMin 2 Hr Min 2 Hr Min
Modem or Phorte $177.001hr $230.001hr $300.001hr $214.001hr $278,00/hr $363.001hr
Automation 2 Hr Min 2 Hr Min 2HrMin 4HrMin 4 Hr Mut 4HrMin
00-Sile Service Call $177.00/hr $230.001hr $3001.00/hr $214.00hir $278.001hr S361001fir
Mechanical 2 Hr Min 2 Hr Min 2HrMin 4 Hr Min 4 Hr Min 4 Hr Min
On-Ske Service Call $162.00/hr $210.00/hr $275.00Rir $207.001hr $269.001hr $351.001hr
Electrician Installer 2 Hr Min 2 Hr Min 2 Hr Min 4 Hr Min 4 Hr Min
4 Hr Min
On-Site Service Call $128.00/hr $166.001hr $217.00/hr $166.001hr $215.00/hr I $282.001hr
Electrical Services 2HrMin 2HrMin 2HrMur 4 Hr Min 4HrMin 4 Hr Min
On-Site Service Cap $205.001hr $266.00flir $348,001hr $253.001hr $329.00/hr $430.001hr
Fire 2 Hr Min 2 Hr Min 2 Hr Min 4 Hr Min 4 Hr Min 4 Hr Min
On-Site Service Call $156.00/hr $203.001hr $265.001hr $204.008ir $265.O01ir $346.001hr
Security 2 Hr Min 2 Hr Min 2 Hr Min 2 Hr Min 2 Hr Min 2 Hr Min
On-Site Service Cal $159.001hr $206.0hr $270.0011ir $202.00/hr $262.001hr $343.001hr
Project Manager/CSM 2 Hr Min 2 Hr Min 2 Hr Min 4HrMin 4 Hr Min 4 Hr Min
On-Site Service Call $215.00/hr $215.00/hr $215.00/hr $281.00/hr $281.00/hr $281.00/hr
Fee,On Site Trip i $70-00/Trip $70.001 Trip $70.00/Trip 1 $95.00/Trip 1 $95.00 1 Trip $95i00/Trip
Overtime rates in the table apply for calls on Saturdays as well as Monday through Friday 4-.00pm-7:00am,excluding Holidays. Double time applies for Sundays and Holidays and it may
apply on weekdays as well.
(Required by Siemens):
Description of worlIc
Siemeins Noliticafloin 500 Contract rates: Yes/No
Customer Site Name: J
Customer Site Address:
(IfRequked by Cusfollnell'): Same
Bill to Company Name&Address:
Sold to Company Name&Address:
Accounts Payable Name&Address:
(RequIred by Customer):
Customer PO#(Please include faxed or e-mail Copy):
Authorized Buyer: DMP
By signing this document,you are agreeing to payment In full upon receipt of Invoice.
Quick Quote Price Not to Exceed(By Siemens Only): I $
Siemens Representative:
R*V Ranrw
We will dispatch upon receipt of signed authorization. (Return ElFax X 877-797-8858)
An Invoices shall be due and payable by customer upon recelpt.Further,seller reserves the r1lilit lo Moles customer monthly as The work progresses,for of malsdals delvered In the job sito or to an off4b lacUlty and for all work poilermed on-sb and off-
site.If be customer becomes overdue In any progress payment saner shall be entitled to slop work,shall be entitled to Interest at Ire lesser of an annual rate of is%or IN maximum Interest parviled by applicable Iw anal Am to waJ Itwg of Any other
44 a4"ALkk onwilloe Boller shag also be entitled tD 4A Wriest on d1l an"aW retained by cu Mow Mom peWaw payments or olherwiss.Cuslomer agrees that he A pay and nor rolmbwso mow for any and 61 reawnwe oubmayl,tees,which
ars kmitod by,%41W,In ON*cokcfti of amounts due and payable hwoundor.A loss are subject W caf%Non ler orroc
Siemens Industry,Inc.
Building Technologies Division
6141 Katella Ave. Tel: (800)806-0886
Cypress,CA 90630-5221
Agreement No. 5507
EXHIBIT B
ON-CALL HVAC SERVICES
1-0, ON-CALL HVAC SERVICES:On-Call and Emergency Services shall be performed
on a 24-hour,7-day-a-week basis,unrelated to preventive maintenance activities.The
On-call Services bid item will provide qualified manpower and equipment on an hourly
basis to perform routine HVAC/Mcchanical repairs or replacements that do not fall
under the description of preventive mainten:mce, as well as emergency
IiVAC/Mechanical repair or replacement.
1-1. Telephone response to calls must be w0in thirty(30)minutes of sM-Vic c call,seven(7)
days per week, twenty-four(24) hours per day. The Contractor shall be capable of
responding to more than one location at the stone time.
2-0. ON-CALL NON-EMERGENCY HVAC SERVICE: CALLS: When notified, the
Contractor will respond by telephone within thirty (30) minutes after the request is
placed. At the discretion of the Maintenance Supervisor, the Contractor shall
physically respond to repair calls during normal business hours(Monday—Friday,8:00
a.m.— 5:00 p.m.) within four(4)hours of receiving the call. Repair calls that occur
between 5:00 p.m.through 7:00 a.m.,or on weekends and holidays,will be billed at the
appropriate premium time rate differential. Also at the discretion of the Maintenance
Supervisor,the Contractor:may sometimes have to provide a written estimate for non-
emergency service calls within two(2)days and begin repair work within five(5)days
of the original request if the proposed repairs are approved.
2-1. The Maintenance Supervisor will authorize all non-emergency work.The Contractor
will provide written "not-lo-exceed" estimates on all non-emergency work that
conforms to Section III-16 of these specifications. The estimate will include the
number of hours, hourly rate, number and type of employees required, estimated
material cost and completion date.It will be the Contractor's responsibility to ensure
they have all information to prepare accurate estimates, at no additional cost to the
City.
2-2. Work will only be performed with the City's written authorization within the time
period agreed upon between the City and the selected proposer. Upon authorization,
actual work will not exceed the Contractor's estimate.Unreasonable estimates will be
deemed cause to terminate this contract.
3-0. EMERGENCY HVAC SERVICE CALLS:When notified,the Contractor will respond
by telephone within thirty(30)minutes and provide service at the affected site within
two(2)hours after the request is placed.The Contractor shall provide a twenty-four
(24)-hour emergency phone number. The City reserves the right to contract with any
other Vendor in the case of an emergency,if no response or untimely response has been
made by the Contractor.
3-1. The Maintenance Supervisor will authorize all emergency work.
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