CONTRACT 5491 On Call Agreement 5491
ON-CALL SERVICES AGREEMENT (INSTALLATION SERVICES)
BETWEEN
THE CITY OF EL SEGUNDO AND
LOTUS COMMUNICATIONS, LLC
THIS ON-CALL INSTALLATION SERVICES AGREEMENT ("Agreement") is
made and entered into this 1st day of April, 2018, by and between the CITY OF EL
SEGUNDO, a general law city and municipal corporation ("CITY") and LOTUS
COMMUNICATIONS, LLC, a 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 CONTR TOR for
CONTRACTOR's services not to exceed a total of $24,000 for the entire
term of this Agreement. CITY will pay for work on the basis of the hourly
rates and cost reimbursement rates as specified in Exhibit "A," which is
incorporated by reference.
2. TERM. The term of this Agreement will be from April 1st, 2018, to March 31st, 2019.
3. SCOPE OF SERVICES.
A. CONTRACTOR will perform the on-call installation services listed in the
attached Exhibit 'A," which is incorporated by reference. The provisions
contained in this Agreement supersede any conflicting provisions in
Exhibit A.
B. Maintenance, installation, 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 and installation
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 http://www.dir.ca.gov/DLSR/PWD. 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
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.
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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, Payments for work will only be made after CITY issues a written notice to
proceed. All work is subject to all other terms and provisions of this
Agreement.
6. 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
illi. 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
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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:
Type of Insurance Limits (combined sin le
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. CITY's additional insured status will apply with respect to liability
and defense of suits arising out of LICENSEE's acts or omissions. 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 valid Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
a copy of an Additional Insured Endorsement 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
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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
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.
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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 it is 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: Information Systems Department
City of EI Segundo
350 Main Street
EI Segundo, CA 90245
To CONTRACTOR: Lotus Communications, LLC
530-B Manchester Blvd.,
Inglewood, CA 90301
Attn: Joe Gomez, Owner
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.
13.TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
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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 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. CITY's city manager may
execute any such amendment on behalf of CITY.
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 (.pdD or facsimile transmission. Such
electronic or facsimile signature will be treated in all respects as having the same effect
as an original signature.
22.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.
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.
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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 one attachment constitutes the sole
agreement between CONTRACTOR and CITY respecting Maintenance, Installation,
Repair and On-call 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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IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
CITY E GUN 0 LOTU 0 'NIC IONS, LLC
Greg C pe er, J Gome
r
City;jMa;ger ?wner
ATTEST:
Taxpayer ID No. 47-5060429
Tray We6er,
C0 Clark
Business License No.
State License No. 967691
APPROVED AS TO FORK
r1 14) K_,"/ r co It—
Mark D. Henslei-1 ),
City Attorney
City of El Segundo On-Call Services
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737 W.31'ST.,Unit NA,San Pedro,CA 90731
Date January 17, 2010p 310.251.6207 Phone—310.507.6207 eFax
To Scott Kim
CITY OF EL SEGUNDO
From Joe Gomez
Lotus Communications, LLC
CITY OF EL SEGUNDO Support Contract
Normal Scheduled work(Monday—Friday):
Lotus Communications, LLC will provide labor and material to install the following:
1. All scheduled Monday—Friday work shall be billed at a rate of$55.00 Per Hour. Any
overtime needed and pre-approved by CITY OF EL SEGUNDO shall be billed at a$81.00
per hour rate.
2. All material's used for work at CITY OF EL SEGUNDO shall be purchased to match the
existing data cabling infrastructure.
3. Holiday work shall be billed at a DT Rate of$110.00 per hour.
4. All Cabling at CITY OF EL SEGUNDO shall be Plenum Rated Blue CAT6 Cable.
5. All new cabling shall be terminated onto new CAT6 RJ45 Blue Jacks at the station side,
and fitted into white faceplates.
6. All new cabling shall be terminated,tested and labeled according to current industry
standards.
7. Our services include,Voice and Data Cabling.
8. Installation of Fiber and Copper Backbone Systems.
.. ... .
9. Installation of CCN Systems.
10. Installation of Wireless Systems,
Response Times
1. Emergency/Urgent(during normal business hours;8AM -513M)work needed within a 4-
hr start shall be billed at a premium rate of$81.00 per hour.
2. Emergency/Urgent(after normal business hours;5PM—12:00 AM)work needed within
a 4-hr start shall be billed at a DT Rate of$110.00 per hour.
3. Next day requests shall be billed at the normal labor rate of$55.00 per hour.
Terms:
A Net 30 from receipt of invoices
All work shall be warranted for a period of 1-year from the date of installation. Any defects due to
product or workmanship shall be repaired and/or replaced at no cost to CITY OF EL SEGUNDO.
Subcontractors.
Lotus Communications, LLC may use subcontractors or consultants to perform the work
provided, however, that(i) Lotus Communications, LLC must give CITY OF EL SEGUNDO
advance notice of its intent to use such subcontractors or consultants, (ii) CITY OF EL
SEGUNDO shall have the right to approve or reject any such subcontractor or consultant, and
(iii) Lotus Communications, LLC shall be responsible for all work performed by, and all acts and
omissions of, any such subcontractor or consultant. In addition, Lotus Communications, LLC
shall remove a subcontractor or consultant from the work upon reasonable request by CITY OF
EL SEGUNDO.
Termination
This agreement may be terminated, with or without cause, by CITY OF EL SEGUNDO upon
five (5) days written notice. In the event of termination, Lotus Communications, LLC shall be
compensated for all approved services performed through the termination date, except for any
compensation that may relate to an uncured breach by Lotus Communications, LLC.
Indemnification
Lotus Communications, LLC agrees that it will indemnify, defend, and hold harmless CITY OF
EL SEGUNDO from and against any and all claims, damages, awards, losses, cost of defense
(including reasonable attorney's fees) and time arising out of Lotus Communication's negligence
or intentional misconduct in connection with the professional services under this agreement.
Jurisdiction; Dispute Resolution
The parties shall attempt in good faith to resolve any dispute arising out of or relating to this
agreement by negotiation. Any dispute, claim or controversy arising out of or relating to this
agreement or the breach, termination, enforcement, interpretation or validity thereof, including
the determination of the scope or applicability of this agreement to arbitrate, not resolved
between the parties shall be determined by arbitration in Los Angeles, California. The arbitration
shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures in
effect on the effective date of this agreement, as modified herein. The arbitration hearing shall be
before a single arbitrator, may be conducted by telephone, videoconference, or similar means and
shall not exceed one (1) day in length (unless extended in the arbitrator's reasonable discretion
upon a showing of good cause by the party requesting the extension). The arbitrator may, in the
Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and
the reasonable attorneys' fees of the prevailing party. Judgment on the Award may be entered in
any court having jurisdiction. This clause shall not preclude parties from seeking provisional
remedies in aid of arbitration from a court of appropriate jurisdiction. The provisions of this
Section shall survive the expiration or earlier termination of this Agreement.
Miscellaneous
This agreement, including the attachments hereto, constitutes the entire agreement between the
parties concerning the subject matter and supersedes all proposals and negotiations not expressly
set forth herein. No modifications or amendments shall be valid or binding unless made in
writing and signed by both parties.No waiver by either party hereto of any breach of any of the
provisions herein set forth shall be deemed a waiver as to any subsequent and/or similar breach.
This Agreement shall be binding upon, and inure to the benefit of the parties hereto and their
respective successors and assigns.
If any provision of this agreement is found to be invalid or unenforceable, it will be construed to
the limited extent necessary to make it enforceable and in compliance with law and if cannot be
construed in that manner, it will be severed from this agreement and the surviving terms and
conditions shall remain in full force and effect.
Notices. All notices required under this Agreement shall be in writing addressed to the party at
the address set forth above (or to such other address as a party specifies in a notice under this
section) and shall be effective upon the earliest of. actual receipt; delivery by hand; facsimile
transmission, but only upon receipt by the sending party of a written confirmation of receipt; two
(2) days after deposit with an overnight courier service; or five (5) days after mailing via first-
class certified U.S. mail. All notices to CITY OF EL SEGUNDO must be sent with copy to its
General Counsel at the address set forth herein.
This Agreement may be executed in counterparts, each of which will be deemed an original
hereof and all of which together will constitute one and the same instrument. Any signature page
delivered by telecopy machine or transmitted electronically in Portable Document Format(.pdf)
shall be valid and binding to the same extent as an original signature page, without delivery of an
original signature being thereafter required.
Lotus Communications,LLC CITY OF EL SEGUNDO
By: By:
Name: Joe Gomez Name:
Title: Title:
Date: Date:
JGomez@lotuscommunications.net
310.251.6207