CONTRACT 5375 Service Agreement CLOSED Agreement No. 5375
SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
HADRONEX, INC. day. SMARTCOVER SYSTEMS
,riiis SERVICES AGiUFME,.N']' ("A(-,reement") is made and entered into this 26't' day of July,
r-1
2017, by and between the CITY OF EL SEGUNDO, a general law city and DILIflicipal
co )ratites ("CITY") and HADRONEX INC. a Delaware corporation, dba SMAWICOVER
SYSTEMS ("CONTRACTOR").
The Parties agree as follows:
1. CONSIDERATION,
A, As partial consideration. CONN] RAC I'OR agrees to ped*orni the work listed in the
SCOPE OF SERVICES, "Exhibit A-, attached-.
B. As additional consideration. CONTRACTOR and CITY agree to abide by the
terrns and conditions contained in this Agreement-,
C', As additiOnal consideratior,, C-ITY agrees to pay CON'TRACT()?R an amount not
to, exceed Fifteen Thousand Doiiars ($115.00011 peryear, CITYovill pay monthly
aniounts promptly. but not Wer than forty-five (45) days after receiving
CONIRACI'OR's invoice,
i
2. TTM
ERNI. e tertu, of this Agreenient will be firorn Oct0ber 1, 2017, to September 30, 2018
The Ag.reement may be renewed upon mutual consent of the parties,
SCOPE OF SERVICES.
A. CONTRACTOR will perl'orm services listed in the atuiched Exhibit A.
B. CONTRAC'I"OR will, ira a workinai-,Iikkmanner, furnish all of the labor,
technical, administrative, professional and other personnel. all supplies and
materials, equipment, printing. vehicles, transportation, r icesparse of spa and facilities,
and all tests, testing and analyses, calculation, and all other means whatsoever,
except as herein othemvise expressly specified to be furnished by CITY,, necessm-y
or proper to peribrin and complete the work and provide the prolessional services
required of CONTRACTOR by this Agreement.
4, FAN111LIARIIT'Y WITH WORK.
A, By -exec Lain- this Agreement. CONTRACTOR represents that CONTRACTOR
has
Page I of 7
Agreement No. 5375
i Thoroughly investigated and considered tha scope of services to be
ii. Carefully considered ow the services should he performed; and
ill. 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 fullyacquainted
with the conditions there existing, fore 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 l of proceed except at
C a C'I °s own risk until written instructions e received from CITY.
5.
A. Before commencing performance under this Agreement, at all other times this
Agreement is effective® CONTRACTOR will procure and maintain the following
types of insurance it verage limits complying. ata minimurn. with the limits
set forth low:
N )e r:flinsur°art e 1µ18J1 i o�n,l i� e:l si,r� lcw
Commercial general liability- $1,000,000
Business automobile liability $1,000.000
Workers compensation Statutory requirement.
B. Commercial general liability insurance will meet or exceed the requirements of
1SCt°,CGL Form No. C'Cr 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 %ill be
endorsed to name City,its officials, and employeesas'-additional insureds under
said insurance coverage and to state that such i u nce Bill be deemed "primary"
such that any other insurance that may be carried by City will be excess thereto.
Such irsurance 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. Autornobfle coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92" including symbol I (Any
Page of7
Agreement No. 5375
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 OT 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:Vll." Certificate(s) mLLst reflect that the
insurer will provide tMrty (30) day notice of any cancellation of coverage.
CONTRACTOR will require its insurer to modisuch 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"VAth regard
to any notice provision&
E� Should CONTRACTOR, for any re son, fail to obtain arid maintain the insurance
required by this Agreement, City may obtain such coverage ak CNTRACTOR's
expense and deduct the cost of such insurance from payments due to
CONTRACTOR under this Agreement or iornwiai,Q.
6, TU 'E FOR PERFORMANCE, CONTRACTOR will non perform any -work tinder this
Agreement until
A,
CONTEZAC'TOR furnishes proof of iniurarket.,, as reir.juired undcr 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 autharim tion
to proceed,any suchservices are at CONTRACTO R's own risk.
7, TERMINATION.
A Except as otherwise provided, CITY may terminate this Agreement at arry time
Mth or without cause. Notice oft inaatioxn 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 tine .Agri einent be terminated pursuant to this Section, ary may procure
on its own tenns services similar to those terminated.
D. By executing this document. CONTRACTOR waives any and 0 clain-Ls for
dafitages that might otherwise arise from CITY's ten-nination under this Section,
8. INDEMNIFICATION.
Page 3 of 7
Agreement No. 5375
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. dor 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 C 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 ice to
be performed for other employers while under contraet ,%ith CITY. CONTRACTOR is not an
agent or employee of CITY and is noL entitled to participate in any pension plan, insurance,
bonus or similar nefits CITY provides for its employees. y provision in this Agreement
at 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 givers 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; Ken Berkman. Public Works Director
City of El Segundo
350 Main Street
El Segundo, C.A. 90245
(310) 524®2356
To CONTRACTOR: Hadroncn., Inc. dba SmartCover Systems
2067 Wineridge Place
Suite T`
Escondido. CA 92029
Page 4 of 7
Agreement No. 5375
B, Whenaddressed 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 tinge 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 ptiragraph.
11. TAXPAYER IDENTIFICATION NUMBER. CONTIRACTOR will provide, CITY with a
Taxpayer Identification Nuanher,
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 to a, covenarit. or condition contained in this Agreement, whether of the same or different
character,
13. CONSTRUCTION. The language ofeach part of this Agreement will be construed simply
and according to its fair rrieaning-� and this Agreement will never be constru.-ed either for or
against either party.
14. SEVERABLE. If any portion of this Agreement is declared by a court of competent
I -
Jurisdiction to be invalid or unenf6rceabie. then such portion will be dl -sedmodified to the
extentnecessary ;
, In the opinion of the court to render such jx)rtion enforceable and, as so
rriodified, such portion mid the balance of utas Aereement will continue -1,.q fiall force and effect.
15. CAPTIONS. The CZIP4i011S Of Lhe paragraphs of this Agreement are for convenience of
reference only and will not afl`ect the interpretation of this Agreement.
16. WAIVER. Waiver of any provision of`dais Agre-enwnt %,,.ill not be dere mcd to constitute
-waiver of any other provision, nor will such vvabver constitute a continuing waiver.
17, INTERPRE T` TION. This Au:reerrient was drafted in. and will be construed in accordanel-
with the laws of the State of Callfbmia, and exclusive venue for any action 11,1volving this
aureernent will be in Los Angeles Co-unty,
18. AUTHORITY/MODIFICATION. '1-'Ii;s Agreernerat may be subject 11-0 and conditioned
upon approval and raflfication by the El Segundo City Council, This Agreement is not binding
Upon CITY unn't 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
Agreersient and to engage in the actions described herein, "this Agreement may be modified by
w-ritten acreernent. CITY's city managger may,execute any such aniendirient on behalf of CITY.
19, ACCEPTANCE OF FACSIMILE SIGNATURES, T'he Parties agree that this Agreement,
agreements ancillary to this Agreement, and related documents to be entered into in connection
xvith this Agreement will be considered signed when the signaWrc of a party is delivered by
Page 5 of 7
Agreement No. 5375
facsimile transmission. Such facsimile signature will be treated in all respects as having the
ute effect as an original signature.
20, EFFECT OF CONFLICT. In. the evert of any conflict, inconsistency. dor incongruity
between any provision of this Agreement, its exhibits, the purchase order. or notice to proceed,the
provisions of this Agreement will govern 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.
2° FORCE MAJEURE. Should performance of this Agreement e prevented due to fire. flood-
explosion, war, terrorist act, embargo, gove ent action. civil dor military authority® the natural
elements, or other similar causes beyond theParties' control, then the Agreement will
immediately terminate without obligation of either party to the other.
23, ENTIRE AGREEMENT. This Agreement and its exhibit(s) co stitute the sole agreement
between CONTRACTOR and C;I°TY with regard to wastewater srnartcover monitoring services
and parts replacement. To the extent that there are additional terms and conditions contained in
Exhibit "A" t are not in conflict with this Agreement° those terms are incorporated as if fidly
set forth above, There are no other understandings, terms Or othera ee ents expressed or
implied, coral or written.
[SIGl A" TURES F01_.1 OW ON O InXI PAt.l 1
Page of7
Agreement No. 5375
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY i� El, S (J i.l N,0("', HADRONEX, INC. dba
Cyte r01 I'll Qtli�7�i
CiTy N/UW, �kPresident
ATTEST:
Taxpaye-,ID No. 95-2413209
Business License No.
State License No.
APPROVED AS TO FORM
for
Mark D Hensley,
City Attorney
Insurance Reviewed By;
0,
Page 7 of 7
Agreement No. 5375
EXHIBIT A
smortcover 13yaterns,Inc,
2067 Wneridge PI&ft E COMO, 'M
4"A
4,4 p
Emrddo,CA 9Z129
Phone:7M201-100
Fax:760-291-1982
Remit PO lo omjers@umffwvarsysMmscm or
return this quote signed with M number,
Renewal QUOtiatilon
Bill To:
,'CRY of El g;iiiindo
150 Illinois StD"le P.O.Nc. Quote Number
El Segundo, CA 90245
Attn: Ron Campbell
Q* Rate TOW
Period Covered: 10/112017 to 9/3012018
;ASM-SC111 Rara%wr&mdUwelft—ONE Year serAce, 13 354.00 4.732.0Xi
PEIQUN:"E'D for�,Ptwra "IrIons:
F"*I:1AAASUINVAUot, IS or'4)piw 0&m Kiivq dixi
four kansm"on.
PW-SCI R Renewal:Power Warranty:Annual payment 12 13 199.00 2,687.00
month protection.
EW-SCTR Re i., !!1nNrtLw**�aysw�n"4 Werranty-ONE 0 11 390.001 0"
(ser,G"Vurs an&Yshmm pail p'i except
PowerPeckw-PART'S ONLY,
Parts Will Be Covered On Quote Number 1803
II
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. Aocounts,with
post due b9lances may be subjact to service suspension.
3, (.juote
Vandily Tilis,propos,al vAll expire on your ronownt dais expiration.
We appreciate your buelnes9l Sales Tax(8-75%)
Signature for Approval
Page 1
EXHIBIT A Agreement No. 5375
�. 1�gnu � �u ` i,
&narrow Systems,Inc. 5 � v 1 �°� II°..
2067 VVineridge PI Sub Escondido CA 92029 E � 0 i � � �w 1'" to
o i� u I�h imu uuum
Phone 760-291-1980 a II
Fax:760-291-1982
Hadronex,Inc.dba SmartCoverM S*wsTM
Remit PO to orders@smarb oversystems.com or
redrm this quote shed with PO number.
Renewal Quotation
Bill To:
Cityof EI Segundo Wastewater
150 Illinois St p P.O.No. thiole Number
EI Segundo, CA 90245
Attn: Ron Campbell 8/19/2017 18(}4
"M Description Qty Rab® Total
�... �.._ SNI aft ...
831 Lift Station+4
M t+ft 91011110u o
894 Plant d Ut Station
i 830 Lift Station 1
637 Lift Station 8
833 Lift Station 6
832 Lit 9talion 2
83® Sepulveda and t."yvand
835 Franklin and Standard
841 Imperial Hwy Trunk Line
829 !Main and V*WrvA Indarsection
840 Beach LocI
896 Douglas Avenue
Terms and Conditions:
1. Payment due on or before renewal date moration.
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 businessl •
Sales Tax (8.75%)
Signature for Approval 1—Total
$7,319.00
Pnge2
FXHI-B- TT A Agreement No. 5375
u;mummw �imN, 1117F,", I �v
SmartCover Systems, Inc. t'" '"""
VaR
Escondido, CA 92029 ru Nrntrr rva�4�. 1 =v It
2067 Wine PI Suite E '�� ,
Phone.760-291-1980 Ecrsi Ns" e' a
Fax:760-291-1982
Hadronex, Inc. dbe SmartCoverdo Systems-
Remit PO to orders@smadcoversysteme.com or
return this quote signed with PO number.
Warranty
Bill To:
City of EI Segundo Wastewater
150 Illinois St Date P.O. No. Quote Number
EI Segundo, CA 90245 µ„
Attn: Ron Campbell &.._1.. �, A
19/2017 1H03
Period Co : 10/1!2017 to 9/30/2018
EVV-SCI Renamwet SrParN m-VvarraMy-ONE "I'i llsl .ii"I�:l 5,1®7.00
Yew Covers all s
P Tm-PARTS ONLY.
SIN Site e "
831 Lift Station 4
d
838 Lit Station 9 f
834 Plant 8 Lift Statin
830 Lift Station 1
837 Lift Station 6
833 Lift ISUtion 5
832 I_Ift Station 2
No Sepulveda and Grand
835 Franklin and Standard
841 Imperial Hwy Trunk Line
829 Main and Walnut Intersection
840 Beach Location
836 Douglas Avenue
ASM r i Pow Covered On quote Number 1804
Terms and Conditions:
1. Payment Net 30 days
2.Late Charges:A service charge of.'I.ta%per rnunth will be addedi to all balances unpaid:10 days atter invoice date.
3.Quote Validity:This proposal is valid for 90 days,
4.Cancellations: For all orders of less than$10=,uartcellatlui�is accepted prior to shipment, For orders oqual to or greirter then
$10,000,a 15%restocking charge is applied for cancellation.
5.Returns_Returns are accepted with a valid Return Materiel Authorization(RMA)number only.
We appreciate your buss
Was T (8.75°x)
Signature for AMrovW $5,187.00