CONTRACT 4905 One Page Service Agreement CLOSEDAgreement No. 4905
Services Agreement
t:: r: f°1'Iur,t:] "I''a',"*R, HADRONEX, INC, dba SMARTCOVER SYSTEMS DATE MAILED; 0811712016
iJelow you will find a chec hst relating to lrrsurrrnce and other req uirerr,rerits V,iaj are requw red for, doing business willi the Cily of El
Segundo. (ruby those items, checked -off are MANDATORY. however if your standard policies exceed lhrr rninimtirr'u requirempnls please
include, Commercial general liabillty insurance must meet or exceed the requirements of IS0 —CCL Form No, CO 00 01 11 85 or
88. The amount of insurance set forth below will be a combined sings e limit per oc«crurrence for bodily injury, personal Injury, and property
damage for the policy coverage. Liability policies will be endorsed to name the City, its official's, and employees as "additional
insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other
insurance that may be carried by the City will be excess thereto. Such insurance must 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 the City,
Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an
authorization to begin work.
Corer uretLPnsive gsrr rat L�abrlufy; including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least $1,000 000 per occurrence,
❑X 6uto Liability, including owned, non -owned and hired vehicles with at least:
® 81,000,000 per occurrence.
❑ S100,000.30C.000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
Q Workers" as required by State Statutes. (Not needed if Self- employed with no employees and
CONTRACTOR signs statement to this effect.)
Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @ (310) 524 -2340 if you have questions.
❑ Oo of va d lcture 1.10. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE RISK MANAGERfPURCHASING AGENT, THUS AUTHORIZING
COMMENCEMENT OF WORK FOR THE CITY.
Strbn ArteiJ by Prw <1m+slete clll IJV 04
Mail original agreement and insurance to: City of El Segundo — City Clerk 350 Main Street, Room 5, El Segundo, CA 90245.3813
06ginatodDepartn;ent Contact trt ; CA; l E a� Date initiated 81I �L201i
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Hady"onex, Inc. 8125115
1—,GENEI the materials, supplies, or services (colkicbvely, 'Purchase')
covered by this services agreement and purchase order ('arder") must be
furnished by SelIter subject to all the terms and conditions contamed jil this Order
which SeAer, 0 accepting this order, agrees to pe bound by and comply with in
NI partrcufars No other terms or c"onditlons are binding upon title parties, unless
subset.luenity agreed to in writirig. Written acceptance or shiprneint of alt or any
gortion of The Pumhaso covered by this order cortsfilutes unqualified acceptance
of all terms and condiiiians in this order, The terms of any proposal inferred to in
this order are included and made a part of the order only to the extent it specified
the Purchase ordered, the price, and the delivery, and then only to the extent
that such terms are consistent with the terms and conditions of this order.
1INSPECTION. The Purchase furnished must be exactly as specified in this
order, free from all defects in Seller's performance, design, workmanship, and
materials, and, except as, olherwiee provided, is subject to inspection and test by
City at all times and places. If taaloire Final acceplainro, any any Purchase is
found to be incomplete, or not as specified, City tuay reject it require Seller to
correct it without charge, or require delivery of such Purchase at a reduction in
price that is equitable under the circumstances- If seller is unable or refuses to
correct such items wilhin a time deemed reasonable by City. City may terminate
the order in whole or in part, Seller bears all risks as to rejected Purchases and,
in addition to any costs for which Seller may become liable to City under other
provisions of this order, must reimburse City for all transportation costs, other
related costs incurred, or payments to Seller in accordance with the terms of this
order for unacce.pled Purchases, Notwithstanding City's acceptance of any
Purchase. Seller is liable for latent defects, fraud, or such gross mistakes as
constitute fraud.
3.CHANGES, City may make changes within the generaf scope of this of for' in
drawings and specifications for specialty rnantifictured supplies, place of
delivery, method of shipment or packing of Me order by giving notice to Seller
and subsequerilly confirming such dianges, in writing. if such changes affect tire
cost of or the time required for performance of if order, an equitable
adjustment in the price of delivery or both must be made, No change by Seller is
allured without City's written approval. Any claim by Seller for an adjustment
under this section must be made in writing within thirty (30) days from the date of
receipt by Seller of notification of such change unless City waives this condition
in writing. Nothing in this section exciises Seller from proceeding with
performance of the order as changed,
4, TERMINATION. City may terminate this order at any lime, either verbally or in
warning, with or without cause. Should termination occur, City will! pay Seller as
hilt performance untH such terminatIoti the unit or pro rata order price for ihe
performed and accepted portion of the Ptuchase. City may pirovide written
nofice of termination for Seller's default if Seller refuses or fads to corn* vAth
this order, if Seller does not cure such failure within a reasonable time period, or
fails to perform the Purchase within the lime specified (or allowed by extension),
Seller will be liable to City for any excess costs incurred by City.
5.TIME EXTENSION. City may extend the time for completion it, in City's sole
determination, Seller was delayed because of causes beyond Settees control
and without Sellers fault or negligence. In the event delay was caused by City,
Seller's sole remedy is limited to recovering money acitnally and necessarily
expended by Seller because of the delay; there is no right to recover arificipated
profit.
6,REMEDIES CUMULATIVE. City's rights and remedies under this order are not
exclusive and are in addition to any rights and remedies provided by law.
7JITLE. Title to materials and supplies purchased under this order pass directly
from Seller to City upon City's written acceptance following an actual inspection
and City's opportunity to reject.
8.PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City 411 not pay cartage, shipping, packaging or boxing expenses
unless specified in this order. Drafts will not be honored.
9.INOEMNIFICATION. Seller agrees to indemnify and hold City harmless from
and against any claim, action, damages, costs (including, vivilhout firrilmon,
atiomey's fees), inju6cs, or liability, arislng out of the Purchase or file order, or
their performance. Should City he named in any suit, or should any claim be
brought against if by suit or otherwise, whether the same be groundless or not,
@rising out of the Purchase or order, or their performance, Seller will defend City
Agreement No. 4905
(at City's request and with counsel satisfactory to City) and indemnify City for
any judgment rendered against it or any sums paid out in settlement or
otherwise. For purposes of this section 'City' includes City's officers, elected
officials, and employees. It is expressly understood and agreed that the
foregoing provisions will survive termination of this order, The requirements as
to the types and limits of insurance coverage to be maintained by Seller, and any
approval of such insurance by City, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by Seller
pursuant to this order, including, without limitation, to the provisions concerning
indemnification.
IO.WARRANTY. Seller agrees that the Purchase is cowered by the most
favorable commercial warranties, the Seller gives to any customer for the same
or subshmliaHy sirrilar supplies or sarviices, of skmh other morn favorable
w arranties as is spocified in this order, Warranties will be effective
notwithislanding any fnspectjon or accaplince of the Purchase by City.
li,ASSIGNMENT. City may assign this order, Except as to any payrnent due
under this order, Seller rilay, not assign or subcontract the order without City's
written approvat, should City give consent, it will not relieve Seller front any
obligations under this order and any transferee or subcontractor will be
considered Seller's agent.
12.INSURANCE. Seller must provide the insurance indicated on the face sheet
of this Services Agreement.
13.PERMITS. Seller must lenarAire all necessary permits and licenses, and abide
by all federal. slate, and local Wi for performing this order,
14.INDEPENDENT CONTRACTOR, City and Seller agree that Seller will act as
an independent contractor and will have control of all w, oik and the manner in
which is it performed. Seller will be free to contract for similar sorvrce to be
pairformod for other employers white under contract with City Seller is not an
,1,gef1t or erinpIldyae oil City arid is not entitled to participate in any pension plan,
insurance, bonus or similar benefits City provides for its employees. Any
provision in this order that may appear to give City the right to direct Seller as to,
the demils of doing the work or to exercise a measure of control over the work
means that Setter will follow the direction of the City as lo end results of Itio,work
only,
15,WAIVER. Chys review Of, acceptance of or payment for, work product
prepared by Seller tinder this order will not be construNi to operale as a waiver
of any rights City ally have under this Agreement or of any cause of action
arising ham Sellet's performance, A, waiver by City of any breach of any le"ll,
covenant, or condition contained tit this order wilt not be deemed to be a waiver
of any subsequent breach of the same or any other term, covenant, or condition
contained in this order, whether of the same or differetil character.
%INTERPRETATION, This Agreennerif was drafted in, and will be construed in
accordance with the laws of the State of California, and exclusive venue for any
arlica invoI this agreement will 0 in Los Angeles County.
17, PREVAILING WAGES- If required by applicable state law including, wilhoot
limitation Labor Code §§ 1720 (as amended by AS 975 (2001)), 1771. 1774,
1775, and 1776, CONTRACTOR must pay its workers prevailing wage. III is
CONTRACTOR'S responsibility to interpret and implement any prevailing wage
requirements and CONTRACTOR agrees to pay any penalty or evil damage
resuifing from a violation of the prevailing wage laws. In accordance %vitt) 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 deAefivinalion, &I n ", 1 S�
PIA "L1 A
popy of the prevailing rate of per them wages must be posted at the job silo,
18, CONSIDERATION, As consideration, CITY agrees to pay CONTRACTOR
for CONTRACTOR's services not to exceed a total of $9,551.36 (Nine Thousand
Five Hundred Fifty One Dollars and Thirty Six Cents) for the work. CITY will pay
for week as specified in the attached Exhibit "A," which is incorporated by
reference.
Services to include: Refer to Exhibit A– Hadronex, dba. SmartCover Systems
Proposal.
Hadronex, Inc. 8125115
Agreement No. 4905
EXHIBIT A
Escondido, CA 92029 Quotation for Annual Renewal;
760-291-1980 Section I
orders@hadronex.com
)T T' � t u 1� ' f:a'j
City of El Segundo Wastewater
150 Illinois St
El Segundo, CA 90245
Attn: Ron Campbell
V'M M0100118 a091"Ma UP
A S
rURNING YOUR DATA iNTO OWSIONS 0,
4i 1114)
FOB Quotation Date 712112015
Presented �y: Frani Foltz Escondido Terms Valid 90 Days
Item Description Qty Rate Ulm Total
ASM-R- 3C1 Active Site Managernei 44A=�-04_ 364,00 ea 4,004,00T
Comprehensive support services including:
-Software subscription with unlimited nurnberrifusers
accessed with secure user name and p2SS%vord
• Complete maintenance of all cloud based software
• Regular feature updates and upgrades including the all
new SmarlTrend"'.
• Hosting of data storage — unlimited data storage
• Iridium Satellite connectivity service with bi-direclional
communication.
• Advisories, Maintenance Alerts and Alarms issued to
customer defined personnel via e-mail andlor text
message
- Ongoing technical support via phone or online
Terms and Conditions:
I.PaymenL Net 30 days
21ale charges: A service charge of 1.5% per month will be added to all balances unpaid 30 days after invoice
date, Fadure to pay on accordance with these teems may void all warraw,5_
Muole Validity: This proposal is valid for 90 days, -
4.CaricdlMofls: for all orders of less than $10,000, cancellation is accepted prior toshipment. For orders
eittol toorgreatet than $10,000, a 15% reslocking charge is applied for canceNalicn,
5,Retknns: murns are accepted with a valid Return Material ALitharizaton (RMA) nurnber only.
Page I
Escondido, CA 92029
760-291-1980
orders@hadronex.com
City of El Segundo Wastewater
150 Illinois St
El Segundo, CA 90246
Attn: Ron Campbell
Agreement No. 4905
Quotation for Annual Renewal;
Section I
X11 I J, C*
.E..) "T 5EE.; zuwwroI^,k E.,
TURNING YOUR DATA iNTO DECISIONS
IS- 1"
Is
FOB Quotation Date 712112015
Presented By: Frani Foltz Escondido Terms Valid 90 Days
Item Description Qty Rate U/M Total
ASM-R-SC2 Active Site Minagemeir 0 679.00 ea 0.007
Comprehensive support services including:
® Software subscription with unlimited number of users
accessed with secure user name and password
Complete maintenance of all cloud based software
Regular feature updates and upgrades including the
all new SmartTrendc',
Hosting of data storage — unlimited data storage
Iridiuni Satellite connectivity service with bi-directional
communication.
- Advisories, Maintenance Alerts and Alarms issued to
customer defined personnel via e-mail andlor text
message
- Ongoing technical support via phone or online
PW-LTG2 PowerPack@- Warranty -TWO Year 0 437.00 ea OXOT
• Lithium thiono chloride battery with high power
densily.
- Power pack replaced at no charge, unlimited supply
of replacements 9 necessary.
• Average life of pomr pack 11-12 months.
- This Is a parts -orily Warranty
1W-SC1 Limited p,,,,,O,,,, W,iram,on all system SmalCove,6 0 111,11 ea
hardware: TWO Year, See Warranty Statement for
complete details
Period Cover agw. 10/112015-0913012016
Locations:
Terms and Conditions:
11.13aymprit Net 30 days
21aie charges: A service charge of 1.5% per month will be addeal to M balances unpaid 30 days after invoice
date. Failure to pay in accardance with these teans may void all warranties.
3.Quote Validity, This pioposal is vaiid for 90 days.
4.Cancellalirx is: for all orders of less than $10,000, cancellation is accepted prior to shipment For orders
equal to or greater than $10,000, a 155 festocking charge is applied for cinceEabon,
5.13eturns: rourris are acceptedwilh a valid Ratuin Matwial AmihorizNion (Ri'A( number only.
Page 2
Escondido, CA 92029
760 - 291 -1980
orders @hadronex.com
1 Mi
i l
150 Illinois St
El Segundo, CA 90245
1�" wmir ry� v I��;m�w �wyo�u�u ���w�wau ru yr, pp!���dum�a
��✓�� �mmmri�lor mi ( wmuy, V, fY�;M mvG& � � 'Wryrew B+k .. ,.
Wff ln.!1lPfl 0 � M '�!W(4!&4W�4F 1JY �'" Irc Y�I� Q
Attn: Ron Campbell
Agreement No. 4905
Quotation for Annual Renewal;
Section 1
Pijd( ' a1,4., ^;, 11 �.� 5, G1. 81'I��,Vgi�. ix'axi'�P' �,03.U11V S'rn
Tti'RPdING YOUR DAM drVpM t3M51ON "" o "'
FOB
Quotation Date
712112015
Presented By:
Frani Foltz Escondido
Terms
Valid 90 Days
D n r.r�
Item
Description
Qty
Rate
U/M
Total
SIN PKSITE
829M0 and Walnut Intersection
830Uft Station 1
931ILM Station 4
832Uft Stalfon2
833Lift Station `5
834PIan18 Lift Station
835Franklin and Standard
836Douglas Avenue
837Uft Station 6
Lift Station 9
839Sepulveda and Grand
840Beach L tion
841 Imperial Hwy Trunk line
Terms and Conditions:
Subtotal
$9,191.00
1.Payrnent Net 30d ,iys
FSales
2 late chxges: A sewce change of 1.5% per month will he added to all balances unpaid 30 days after invoice
date, F'arluro to pay in accordance with these tcums may void at[ warranges•
(9.0 %)
6360 ,38
3.Doote Validity; This proposal is valid for 90 days.
4.Canceflatfons: for all orders of less than $10,000, cancellation is accepted prior to shipment. For orders
equal to or greater than $10„0010 a 15% restocking diarge is applied for cancelhition.
Total
$9,551.36
!iAewrrns: returns are accepted with a valid Return ltnterial Authorization (RMAt number only.
Page 3
Sig,nalure,