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CONTRACT 6160 Maintenance and Repair Agreement CLOSEDAgreement No. 6160 MAINTENANCE, REPAIR AND SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND HADRONEX, INC. dba SMARTCOVER SYSTEMS THIS MAINTENANCE, REPAIR AND SERVICES AGREEMENT ("Agreement") is made and entered into this 1st day of September, 2021, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and HADRONEX, 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; 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 an amount not to exceed a total of $15,000 for the term of the agreement. 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 October 1, 2021 to September 30, 2022. 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. Page 1 of 9 Agreement No. 6160 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.aov/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: 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, Page 2 of 9 Agreement No. 6160 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. In the event the total amount paid to CONTRACTOR pursuant to this Agreement exceeds $49,000, 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 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: Page 3 of 9 Agreement No. 6160 Type of Insurance Commercial general liability: Business automobile liability Workers compensation Limits (combined single) $2,000,000 $1,000,000 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 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 "AXII." 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. Page 4 of 9 Agreement No. 6160 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, reasonable attorney's fees and penalties), 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. 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. Page 5 of 9 Agreement No. 6160 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. Notice sent by mail will be addressed as follows: To CITY: Ron Fajardo City of El Segundo 350 Main Street El Segundo, CA 90245 rfai ardoa,,el segundo. org 310-524-2715 To CONTRACTOR: Amber Russell Hadronex, Inc. dba SmartCover Systems 2110 Enterprise Street Escandido, CA 92029 arussell aa,, smartcoversv stems. com 855-291-1980 ext. 212 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. 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. Page 6 of 9 Agreement No. 6160 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 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. Any amendment that causes the total amount of this Agreement to exceed $45,000 must be approved by the City Council in accordance with ESMC § 1-7C-4. 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. 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 the services described in scope of work. To the Page 7 of 9 Agreement No. 6160 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] Page 8 of 9 Agreement No. 6160 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO HADRONEX, INC. dba a general law city, STVIARTCOVER SYSTEMS Elias "Sasso n, Name: �jj jz I .S l &0 F0 T J JTo Public Works Director Title: Vlc; Z -iOZ -AI'T- 0 F J,+LeJ AT Taxpayer ID No. 32-0249289 Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney a 10, By: David H. King Assistant City Attorney Insurance Reviewed by: Hank Lu Risk Manager Contractor State License No. NA Contractor City Business License No. 37451 Page 9 of 9 Agreement No. 6160 EXHIBIT A SmartCover Systems, Inc. 2110 Enterprise Street Escondido, CA 92029 Phone: 760-291-1980 Fax: 760-291-1982 Remit PO to orders@smartcoversystems.com or return this quote signed with PO number. Hadronex, Inc. dba SmartCover® SystemsTM Renewal Quotation Bill To: City of El Segundo Wastewater 150 Illinois St El Segundo, CA 90245 Attn: Ron Campbell Date P.O. No. Quote Number 9/1 /2021 1 1 5148 Item Description Qty Rate Total Period Covered: 10/1/2021-9/30/2022 ASM-SC1R Renewal: SmartCover® — REQUIRED 13 377.00 4,901.00 PW-5C1 R Renewal: Power Warranty: - PARTS ONLY 13 199.00 2,587.00 EW-SC1R Renewal: SmartCover® System TM Warranty- Covers all systems parts 13 399.00 5,187.00 except PowerPackTM-PARTS ONLY. 6200 Lift Station 1 841 Imperial Hwy Trunk Line 840 Beach Location 839 Sepulveda and Grand 838 Lift Station 9 837 Lift Station 6 836 Douglas Avenue 835 Franklin and Standard 834 Plant 8 Lift Station 833 Lift Station 5 832 Lift Station 2 831 Lift Station 4 829 Main and Walnut Intersection ADMF I Addtional parts that are not covered by the above warranties. This does I 1 I 2,325.001 2,325.00 not include labor service Terms and Conditions: 1. Payment due on or before renewal date expiration. 2. A service charge of 1.5% per month may be added to balances unpaid 30 days after renewal date. 3. Accounts with past due balances may be subject to service suspension. 4. Services may be subject to prevailing tax. 5. Quote pricing valid for 30 days. Subtotal $15,000.00 We appreciate your business! Sales Tax (10.25%) $0.00 Total $15,000.00 Signature for Approval Agreement No. 6160 Date: 9/1/2021 Explanation of Quote: • ASM-SC1 R - Active Site Management (ASM) SmartLevelTM Provides: Website Access, Satellite Connectivity, Data Analysis, Data Storage, Tech Support during coverage period. • PW-5C1 R -Power Warranty (Parts Only) Provides unlimited replacement of 5-Cell, Lithium Thionyl Chloride, PowerPackTm during coverage period. • EW-SC1 R -Extended Parts Warranty (Parts Only)- SmartLevelTM. Provides replacement of E-Box, DSM, Antenna, and/or Bracket as needed during coverage period. Does not cover vandalism.