CONTRACT 7104 Maintenance and Repair AgreementAgreement No. 7104
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
HADRONEX, INC. DBA SMARTCOVER SYSTEMS
WW 24-02: SATELLITE MANHOLE MONITORING
SOLUTION SERVICES
This MAINTENANCE AGREEMENT is entered into this 12th day of August, 2024, by
and between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("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 twenty-four thousand
eight hundred ninety-nine dollars and ninety-four cents ($24,899.94),
pursuant to the rates set forth in the attached Exhibit "A," which is
incorporated by reference. CITY will remit payment promptly, but not later
than 30 days after receiving any CONTRACTOR invoice.
2. TERM. The term of this Agreement will be October 1, 2024 to June 30, 2026. 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.
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Agreement No. 7104
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:
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
Hi. 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 estab-
lished for the administration of apprenticeship programs if
CONTRACTOR employs registered apprentices or journeymen in
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Agreement No. 7104
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. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONTRACTOR represents that
CONTRACTOR has
Thoroughly investigated and considered the scope of services to be
performed;
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
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Agreement No. 7104
maintain the following types of insurance with coverage limits complying,
at a minimum, with the limits set forth below:
Type of Insurance
Commercial general liability:
Business automobile liability
Workers compensation
Limits combined single
$1,000,000
$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. 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 "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.
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
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Agreement No. 7104
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.
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.
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.
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.
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
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Agreement No. 7104
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.
9. 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.
10. NOTICES.
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:
If to CONTRACTOR:
Attention: Maureen C. Fox
SmartCover Systems
2110 Enterprise Street
Escondido, CA 92029 USA
Tel. no: (855) 291- 1980 x 211
Email: mfox@smartcoversystems.com
If to CITY:
Attention: Adrian Marquez
City of El Segundo
400 Lomita St.
El Segundo, CA 90245
Tel. no: (310) 524 - 2796
Email: amarquez@elsegundo.org
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. 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.
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Agreement No. 7104
11. PROHIBITED USE OF ARTIFICIAL INTELLIGENCE.
A. Restriction on Artificial Intelligence Usage. CONTRACTOR must not
utilize, employ, or incorporate any form artificial intelligence, machine
learning, or other similar technologies (collectively, "Al") in the provision of
professional services in this Agreement without CITY's express written
consent.
B, Exclusions. The AI prohibition set forth directly above will not apply to
general business tools and software that may have Al components but are
not directly involved in the execution or delivery of professional services
that this Agreement covers, provided that such tools and software do not
significantly impact the quality or nature of such services.
C. Notification. CONTRACTOR must promptly notify CITY, in writing, of any
proposal to employ Al in connection its provision of services to the CITY
under this Agreement. CITY will have the sole discretion to grant or deny
such proposal.
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.
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. 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.
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Agreement No. 7104
18. 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.
19. 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.
20. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on
any number of separate counterparts, and all such counterparts so executed constitute
one Agreement binding on all the Parties notwithstanding that all the Parties are not
signatories to the same counterpart. In accordance with Government Code § 16.5, 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 transmission. Such
electronic signature will be treated in all respects as having the same effect as an
original signature. CONSULTANT warrants that its signatory (or signatories, as
applicable) to this Agreement has the legal authority to enter this Agreement and bind
CONSULTANT accordingly.
21. 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.
22. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
23. 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.
24. ENTIRE AGREEMENT. This Agreement and its one attachment constitutes the sole
agreement between CONTRACTOR and CITY respecting lead based stabilization. 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. 7104
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGU DO HADRONEX, INC. DBA
a general law city. SMARTCOVER SYSTEMS
k
95asassoo , Name:
Public Works Director
ATTEST:
e
Tracy Weaver,
City Clerk
Executive Vice President
Title
Taxpayer ID No. 32-0249289
APPROVED AS TO FORM.'
MARK D. HE7Y, CITY ATTORNEY
B°
Y
JOTazquez, Assistant City Attorney
Page 9 of 9 Rev 7/30/24
EXHIBIT A Agreement No. 7104
Budget Quote
21 month Plan - 2 year rates.
Hadronex, Inc.
Due Date
Period Covered
Quote Number
DBA SmartCover Systems
09/30/2024
10/01/2024-06/30/2026
00001851
2110 Enterprise Street
Escondido, CA 92029 USA
P• 760-291-1980
Remit PO to orderssrnartcovers, vstem .carom or return this quote signed with PO number..
F• 760-291-1982
Scan of PO is preferred.
Bill To:
Ship To: Date 08/29/2024
City of
El Segundo
City of El Segundo
400 Lomita
Street
Maintenance Facility
El Segundo,
CA 90245,
USA 150 Illinois St
El Se undo CA
90245
USA
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ASM-SC2R
Renewal: SmarlLevel — REQUIRED for system to
13
21
$710,50
$9,236.50
function. TWO Year rate.
10/1 /2024-6/30/2026
SIN Site
840 Beach Location
836 Douglas Avenue
835 Franklin and Standard
841 Imperial Hwy Trunk Line
6200 Lift Station 1
832 Lift Station 2
831 Lift Station 4
833 Lift Station 5
837 Lift Station 6
838 Lift Station 9
829 Main and Walnut Intersection
834 Plant 8 Lift Station
839 Se ulvda and Grand
2
PW-5C2R
Renewal: Power Warranty: TWO year rate.
13
21
$400.75
$5,209.75
10/1 /2024-6/30/2026
SIN Site
840 Beach Location
836 Douglas Avenue
835 Franklin and Standard
841 Imperial Hwy Trunk Line
6200 Lift Station 1
832 Lift Station 2
831 Lift Station 4
833 Lift Station 5
837 Lift Station 6
838 Lift Station 9
829 Main and Walnut Intersection
834 Plant 8 Lift Station
839 Sepulveda and Grand
3
EW-SC2R
Renewal: SmartCoverl® SystemTM" Warranty- Covers
13
21
$804.13
$10,453.69
all systems parts except PowerPackTM-PARTS ONLY.
TWO year rate.
10/1 /2024-6/30/2026
SIN Site
840 Beach Location
Page :t. of 3
Agreement No. 7104
Mae MM=-
0
21 month Plan - 2 year rates.
836 Douglas Avenue
835 Franklin and Standard
841 Imperial Hwy Trunk Line
6200 Lift Station 1
832 Lift Station 2
831 Lift Station 4
833 Lift Station 5
837 Lift Station 6
838 Lift Station 9
829 Main and Walnut Intersection
834 Plant 8 Lift Station
839 Sepulveda and Grand
Page 2 of 3
Agreement No. 7104
21 month Plan - 2 year rates.
Terms and Conditions for this transaction:
1. Payment: Net 30 days
2. All pricing subject to change.
3. All hardware, rentals, software subscriptions and renewals may be subject to tax.
4. Taxes were calculated at the time of quote creation and may change at the time of invoice.
5. Customer is responsible for paying the appropriate taxes due at time of invoice.
6. SmartCover is not responsible for the loss of wireless communication or internet communications or any
communications used in the operation of this system.
SmartCover is an advisory service only. As such, SmartCover is not responsible for any damage of any kind or
from any cause whatsoever that may result from, in relation to, in connection with, due to, or as a result of the
installation or operation of the system, including without limitation, equipment failure, or any consequential
damages caused bv, or resulting from, the use or installation of the SmartCover system.
Signature for Approval
P.O. No..
We appreciate your business!
Subtotal 1 $24,899.94
Tax I $0.00
Total 1I $24,899.94