CONTRACT 5174 Service Agreement CLOSEDAgreement No. 5174
SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
HADRONEX, INC. dba. SMARTCOVER SYSTEMS
THIS SERVICES AGREEMENT ( "Agreement ") is made and entered into this 13,h day of July,
2016, by and between the CITY OF EL SEGUNDO, a general law city and municipal
corporation ( "CITY "). and HADRONEX, INC. a Delaware corporation, dba SMARTCOVER
SYSTEMS ( "CONTRACTOR ").
The Parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONTRACTOR agrees to perform the work listed in the
SCOPE OF SERVICES, `'Exhibit A ", attached;
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 an amount not
to exceed Fifteen Thousand Dollars ($15,000) per year. CITY will pay monthly
amounts promptly, but not later than forty-five (45) days after receiving
CONTRACTOR's invoice.
2. TERM. The term of this Agreement will be from October 1, 2016, to September 30, 2017.
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. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONTRACTOR represents that CONTRACTOR
has
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Agreement No. 5174
Thoroughly investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
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.
5. 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:
T yl )e of Insurance
�.
Commercial general liability:
Business automobile liability
Workers compensation
Limits,(q.9mbined siil 1
$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 (3 0) 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,
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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.
6. TIME FOR PERFORMANCE. CONTRACTOR will not perform any work under this
Agreement until:
A. CONTRACTOR furnishes proof of insurance as required under Section 5 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 services are at CONTRACTOR's own risk.
7. 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 fi•om CI'TY's termination under this Section.
8. 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
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Agreement No. 5174
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.
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.
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: Stephanie Katsouleas, Public Works Director
City of El Segundo
350 Main Street
El Segundo, CA 90245
(310) 524 -2356
To CONTRACTOR: Hadronex, Inc. dba SmartCover Systems
2067 Wineridge Place
Suite E
Escondido, CA 92029
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.
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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.
11. TAXPAYER IDENTIFICATION NUMBER. CONTRACTOR will provide CITY with a
Taxpayer Identification Number.
12. 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.
13. 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.
14. 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 fiill force and effect.
15. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
16. 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.
17. 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.
18. 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.
19. ACCEPTANCE OF FACSIMILE 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
facsimile transmission. Such facsimile signature will be treated in all respects as having the
same effect as an original signature.
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Agreement No. 5174
20. 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.
21. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
22. 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.
23. ENTIRE AGREEMENT. This Agreement and its exhibit(s) constitute the sole agreement
between CONTRACTOR and CITY with regard to wastewater smartcover monitoring services
and parts replacement. 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 FOLLOW ON NEXT PAGE]
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Agreement No. 5174
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY OF EL SEGUNDO
City'Manager
ATTEST:
r�
r� ea
C" y '"Clerk
APPROVED AS TO FORM:
__ -) .. for _.. _..m..W._
Mark D. Fiensce
City Attorney
Insurance Reviewed B
Y,
HADRONEX, INC. dba
SMM I "T'C�)YF"�,I "S 1EMS
,f
Gregory �!uist
Preside t
Taxpayer ID No. 95- 2413209
Business License No.
State License No.
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EXHIBIT A
SmartCover Systems, Inc.
2067 Wineridge PI Suite E
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.
Agreement No. 5174
I o
SYSTEMS",
TURNING YouR oATA JN rya t.7E C151ONS- y
Hadronex, Inc. dba SmartCover@ SystemSTM"
Annual Renewal Quotation
Bill To:
City of El Segundo Wastewater
150 Illinois St
El Segundo, CA 90245 Date P.O. No. Quote Number
Attn: Ron Campbell -
617/2016 1229
Item
Description
My
Rate
Total
This estimate is for the 2016 to 2017 year for 13
units
ASM -SC1R
Renewal: Software subscription, satellite
13
364.00
4,732,00
connectivity, phone /online tech support, etc. One
Year service.
PW -5C1
Warranty, PowerP ck, 2 year, 5 -call, lithiuErm thio yl
113
199.00
2,587.00:
chloride-, Hover First Year of two years payments
EW -SC1
Extended Parts Warranty. Covers: -Sox„ DSM,
0
399.00
0.00
antenna„ and bracket. One hear. (PARTS Only)
The parts warranty will be placed on quote '1230
Period Covered: 1010112016 to 09/30/2017
Ron`Campbe1l:(310) 62472754:
Terms and Conditions:
1. Payment due on or before renewal date expiration.
2. Late charges: A service charge of 1.5 % per month will be added to all balances unpaid 30 days after renewal date. Accounts with
past due balances may be subject to service suspension.
3. Quote Validity: This proposal will expire on your renewal date expiration.
We appreciate your business! ---
Sales Tax (9.0 %)
Signature for Approval Total
Page 1
Agreement No. 5174
EXHIBIT A
SmartCover Systems, Inc. S O
2067 Wineridge PI Suite E
Escondido, CA 92029
Phone: 760- 291 -1980 1°t RNIN O YOUR DATA INTO, DECISIONS-
Fax: 760 -291 -1982
�.,
Bill To:
City of El Segundo Wastewater
150 Illinois Stm
..
El Segundo, CA 90245
Date
P.O. No.
Quote Number
Attn: Ron Campbell
6/7/2016
1229
Item Description
t t,y
Rate
Total
SIN Site
829 Main and Walnut Intersection
830 Lift Station 1
831 Lift Station 4
832 Lift Station 2
833 Lift Station 5
834 Plant 8 Lift Station
835 Franklin and Standard
836 Douglas Avenue
837 Lift Station 6
838 Lift Station 9
839 Sepulveda and Grand
840 Beach Location
841 Imperial Hwy Trunk Line
Terms and Conditions:
1. Payment due on or before renewal date expiration.
2. Late charges: A service charge of 1.5% per month will be added to all balances unpaid 30 days after renewal date. Accounts with
past due balances may be subject to service suspension.
3. Quote Validity: This proposal will expire on your renewal date expiration.
We appreciate your business!
Sales Tax (9.0%)
Signature for Approval Total $7,319.00
Page 2
EXHIBIT A
SmartCover Systems, Inc.
2067 Wineridge PI Suite E
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.
Agreement No. 5174
TURNING YOUR DATA INTO DECISIONS'
Hadronex, Inc. dba SmartCover® SysternsTM
Annual Renewal Quotation
Bill To:
City of El Segundo Wastewater
150 Illinois St
El Segundo, CA 90245 Date P.O. No.
Attn: Ron Campbell -- -— -
6/7/2016
Item Description oty Rate -
This estimate is for the 2016 to 2:017 year
EW -SCI Extended Parts Warranty. Covers: E- Box, OSM, 13 399:00
antenna, . and bracket. :One Fear. (PARTS Only)
Period Covered: 10101/2016 to 09/3012017
SIN - Site
829 Main and Walnut Intersection
830 tent Station 1
831 Lift Station 4
832 Lift Station 2
833 I..Ift Station 5
834 Plant 8 Lift 'station
835 Franklin and Standard
836 Dougla's ,Avenue
837 rift Station 6
838 Lift Station 9
839 Sepulvadeand Grand
840 Beach Location
841 Imperial` Hwy Trunk Line
ASM and Power Warranty Is covered on quote 1229
Ron Campbell (310) 524 -2754
Quote Number
1230
Total
5,187.00
Terms and Conditions:
1. Payment due on or before renewal date expiration.
2. Late charges: A service charge of 1.5% per month will be added to all balances unpaid 30 days after renewal date. Accounts with
past due balances may be subject to service suspension.
3. Quote Validity: This proposal will expire on your renewal date expiration.
We appreciate your business!
=Sales Tax C9OO —
Signature for Approval Total $5,187.00