CONTRACT 4694 Maintenance and Repair Agreement CLOSEDAgreement No. 4694
MAINTENANCE AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
KNORR SYSTEMS, INC
THIS MAINTENANCE AGREEMENT ( "Agreement ") is made and entered into this 29`x' day of
September, 2014, by and between the CITY OF EL SEGUNDO, a general law city and
municipal corporation ( "CITY ") and Knorr Systems, 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 attached as Exhibit "A" using only Swimming Pool
Service Technicians who are currently certified by the Los Angeles County
Department of Public Health;
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 on a monthly
basis an amount set forth in the attached Exhibit "A," which is incorporated by
reference, for CONTRACTOR's services. CITY will pay such amount promptly,
but not later than thirty (30) days after receiving CONTRACTOR's invoice.
2. TERM. The term of this Agreement will be from October 1, 2014, to September 30, 2015.
The Agreement may be automatically 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. If required by applicable state law including, without limitation
Labor Code §§ 1720 (as amended by AB 975 (2001)), 1771, 1774, 1775, and 1776,
CONTRACTOR must pay its workers prevailing wages. It is CONTRACTOR's responsibility
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Agreement No. 4694
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. 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.sov /DLSR/PWD. A copy of the prevailing
rate of per diem wages must be posted at the job site.
5. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONTRACTOR represents that CONTRACTOR
has
Thoroughly investigated and considered the scope of services to be
perlormed;
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.
6. 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
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
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Agreement No. 4694
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 0106 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 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
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Agreement No. 4694
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.
9. 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, 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 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.
10. 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.
11. 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: City of El Segundo
Martin Whitehead
150 Illinois St
El Segundo, CA 90245
To CONTRACTOR: Knorr Systems
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Agreement No. 4694
Attn: Chase Rodriguez
2221 Standard Ave.
Santa Ana, CA 92707
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.
12. TAXPAYER 13ENTIFICATION 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.
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. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement,
agreements ancillary to this Agreement, and related documents to be entered into in connection
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Agreement No. 4694
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 constitute the sole
agreement between CONTRACTOR and CITY respecting pool maintenance. 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.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY OF EL SEGUNDO
r
Greg Carpenter,
City Manager
ATTEST:
Tra er,
Ci Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
Rich Robert, Vice President
Taxpayer ID No. %13-5 s) 130% 1p 3
By: it � Fc 2, ib Arr-r-A c, rl 6 D 61 L —,-j A -r L-j ,1 r_ t� &
Karl H. Berger, Assistant City Attorney
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Agreement No. 4694
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 constitute the sole
agreement between CONTRACTOR and CITY respecting pool maintenance. 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.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
ATTEST:
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
Un
Karl H. Berger, Assistant City Attorney
Taxpayer ID No.
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Agreement No. 4694
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 constitute the sole
agreement between CONTRACTOR and CITY respecting pool maintenance. 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.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY OF EL SEGUNDO
Greg Carpenter,
City Manager
ATTEST:
Tracy Weaver,
City Clerk
APPROVED A� IQ,,F
MARK D. IIE. ISI,,�; ;Ci, y ttorney
0
Karl H. 13erger `sistant City Attorney
Taxpayer ID No "±. J '/O
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EXHIBIT "A"
MWftKNORR SYSTEMS, INC.
September 22, 2014
Mr. Martin Whitehead
CITY OF EL SEGUNDO
219 West Mariposa Avenue
El Segundo, CA 90245
Re: El Segundo Plunge Pool Water Chemistry Tending
Mr. Whitehead,
Agreement No. 4694
www.knorrsystemsxom
Per your discussion with our Application Specialist, Thom Prevost, below is our proposal for the scheduled daily water
chemistry tending and swimming pool cleaning for the El Segundo Plunge Pool. Our services are designed to assist your
facility maintain system operations and proper water chemistry. Preventing aggressive water, which can deteriorate
equipment, will help preserve equipment warranties and life expectancy.
Water Chemistry Tending and Swimming Pool Cleaning
Daily tending of one (i) 7 -lane competition pool and one (i) wading pool:
• Monitor and log filtration, influent & effluent pressure
• Monitor and log filtration flow -rate
• Clean chemical controller sensor probes
• Inspect Pulsar hopper for leaking and fill hopper with customer supplied briquettes
• Backwash filtration system in order to confirm proper operation and efficiency, bi- weekly
• Compile a data archive of chemical history and send a copy via email to designated addressee
• Fine -tune chemical output as needed to optimize chemical balance
• Brushing and scrubbing of the plaster to remove dirt and potential staining, weekly
• Sweeping and vacuuming to remove free debris from the pool, weekly
• General brushing and inspection of coping, weekly
• Inspection and cleaning of strainer baskets, weekly
• Complete chemical evaluation to confirm proper water balance utilizing both Saturation Index and Ryznar Index
• Provide recommendations to make chemical corrections based on the chemical evaluation results
Proposed Weekly Maintenance Cost: $766.00
Swimming Pool Chloramine Disinfection
Superchlorination of one (1) 7 -lane competition pool and one (t) wading pool:
• Weekend superchlorination to eliminate chloramine levels *, as needed
*Due to site conditions, break -point Superchlorination cannot be guaranteed
Proposed Superchlorination Cost:
$858.00
KSI Standard Labor Rates
Routine Scheduled Service Call (Monday — Friday, 8AM — 5PM)
• Labor. $128.00 per hour
• Travel: $72.00 per hour portal -to- portal
Aquatic Equipment, Mechanical Room & Water Treatment Specialists
Southern California:
Northern California:
Northwest:
TexWOklahoma:
2221 Standard Avenue
2o2i Las Positas Court, Suite 143
303 91" Avenue, Suite E502 PMB104
4320 Sunbelt Drive
Santa Ana, CA 92707
Livermore, CA 94551
Lake Stevens, WA 98258
Addison, TX 75001
Phone: (714) 754-4044
Phone: (925) 273-0722
Phone: (206) 501 -1270
Phone: (972) 732-0306
Fax: (714) 754-1405
Fax: (925) 273-0726
Fax: (425) 610 -4040
Fax: (972) 732-0305
EXHIBIT "A"
Mr. Martin Whitehead
El Segundo Plunge
September 22, 2014
Page z of 2
KSI Emergency Labor Rates
Outside of routine working hours or requiring immediate service (Must be authorized)
• Labor: $192.00 per hour
• Travel: $72.00 per hour portal -to -portal
Agreement No. 4694
• KSI Technicians are nationally certifiedAFO /CPO's
• KSI Technicians are manufacturer trained and carry current and legacy equipment certifications
• KSI utilizes OEM parts for required repairs / maintenance
The facility is to provide all chemicals on an as needed basis including ancillary chemicals to maintain proper water
balance, such as sodium bicarbonate and calcium chloride. Knorr Systems can provide all chemicals required to maintain
proper water chemistry. Chemicals would be provided on a separate quote at your request.
This proposal includes labor, materials, testing equipment, travel and standard parts necessary to perform the stated
scope of work. It does not include any additional parts or labor if other repairs or equipment replacement is required. Any
additional materials or work will be quoted as applicable.
Terms and Conditions
• Payment Terms: Net 3o days from date of invoice, subject to approval of credit
• Amount of services performed over a 6 -month period not to exceed: $25,000.00
• Interest: 18% APR is charged on all past due invoices
• All points of quotation (pricing, scope of work, etc) are valid until October 24, 2014
If you have any questions or concerns, please feel free to contact me by phone at (714) 754 -4044 extension i14 or by
email at chase r@a knorrsystems.com.
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Service S- upport#d.Ilistributlad'
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Sch&ld Maintenance Administrator
KNORR SYSTEMS, INC.
Confidentiality Notice: This proposal and the information contained within is the private confidential property of KSI. It is intended solely
for the use, benefit, and information of the recipient noted above. Any copy, dissemination, or distribution Is strictly prohibited.
Aquatic Equipment, Mechanical Room & Water Treatment Specialists
Southern California:
Northern California:
Northwest:
Texas /Oklahoma:
2221 Standard Avenue
2021 Las Positas Court, Suite 143
303 91” Avenue, Suite E502 PM8104
4320 Sunbelt Drive
Santa Ana, CA 92707
Livermore, CA 94551
Lake Stevens, WA 98258
Addison, TX 75001
Phone: (714) 754-4044
Phone: (925) 273-0722
Phone: (2o6) 501 -1270
Phone: (972) 732 -03o6
Fax: (714) 754-1405
Fax: (925) 273-0726
Fax: (425) 610 -4040
Fax: (972) 732-0305