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CC - Item 4G - Award of Contract for Purchase and Delivery of Swimming Pool ChemicalsROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: BEN KIM, CITY MANAGER DATE: JUNE 23, 2026 SUBJECT: AWARD OF CONTRACT FOR THE PURCHASE & DELIVERY OF SWIMMING POOL CHEMICALS SUMMARY The City of Rosemead would like to enter into a two-year contract with Waterline Technologies for the purchase and delivery of swimming pool chemicals for the Rosemead Aquatic Center and Splash Zone. The purpose of this agreement is for the continuous purchase and delivery of chemicals to our aquatic facilities: Rosemead Park Aquatic Center and the Splash Zone at Garvey Park. Staff recommends that the City Council approve the proposed new contract with Waterline Technologies and authorize the City Manager to execute the contract on behalf of the City. On April 23, 2026, the City advertised a request for proposals for the purchase and delivery of swimming pool chemicals for the Rosemead Park Aquatic Center and the Splash Zone at Garvey Park. This proposal listed specifications for chemicals used at each facility. Prospective vendors were asked to provide a proposal for the specified services based on a term of two-year agreement with an option of two one-year extension at the City's discretion. The amount of chemicals used can vary at each facility depending on the size of the water feature, amount of use, time of year, and weather. Staff evaluated past usage history and provided an average amount used in the request for proposal. Proposals were due on May 21, 2026. A total of three proposals were received for this contract: Lincoln Aquatics, Northstar Chemicals, and Waterline Technologies. The pricing breakdown is provided as a reference below: Rosemead Aquatic Center and Splash Zone Chemical Pricing AGENDA ITEM 4.G Lincoln Aquatics Northstar Chemicals Waterline Technologies Chlorine $3.22 per gallon $3.70 per gallon 1 $2.96 per gallon AGENDA ITEM 4.G City Council Meeting June 23, 2026 Page 2 of 3 Acid Cost $4.10 per gallon $3.99 per gallon $2.42 per gallon Sodium Bicarbonate $18.05 per 50 lb. ba Liquid $31.26 per S0 lb. ba Calcium Chloride $20.77 per 50 lb. ba Liquid $24.73 per 50 lb. ba Sodium Carbonate $34.95 per 50 lb. ba Dry $30.38 per 50 lb. ba Delivery Fee Calcium 50 LB Bag Included in Cost $24.73 $495 Mil Tax Sodium Carbinate - 2.175% Fee per gallon $30.38 - Applicable Sales Tax 9.5% 9.5% 9.5% Staff completed the review of the proposals and recommend that the City Council award a contract to Waterline Technologies for a two-year term beginning July 1, 2026, through June 30, 2028, in an amount not to exceed $181,000. Waterline Technologies submitted the lowest bid for liquid chemicals on a per -gallon basis, which represents the highest volume chemicals used at the City's aquatic facilities. The per gallon and bag cost listed above will be valid for duration of the contract. The estimated quantities of liquid chemicals and chemical bags are based on historical usage and may fluctuate due to factors such as facility attendance, operational needs, and weather conditions. Based on historical consumption data, the annual cost is not expected to exceed $90,500. Rosemead Aquatic Center Quantity Description Container/Weight UOM Unit Cost Bid Price 15,500 Chlorine Bulk/Gallon Liquid $2.96 $45,880 2,700 Muriatic Acid Bulk/Gallon Liquid $2.42 $6,534 45 Sodium Bicarbonate 50 LB Bag Dry $31.26 $1,407 20 Calcium 50 LB Bag D $24.73 $495 20 Sodium Carbinate 50 LB Bag D $30.38 $608 $54,924 20% Contingency $10,985 Estimated Total $65,908 Splash Zone Quantity Description Container/Weight UOM Unit Cost Bid Price 2,300 Chlorine Bulk/Gallon Liquid $2.96 $6,808 400 Muriatic Acid Bulk/Gallon Liquid $2.42 $9,680 35 Sodium Bicarbonate 50 LB Bag Dry $31.26 $1,094 7 Calcium 50 LB Bag D $24.73 $1,126 5 Sodium Carbinate 50 LB Bag D $30.38 $152 City Council Meeting June 23, 2026 Page 3 of 3 STAFF RECOMMENDATION Staff recommends that the City Council approve the proposed contract with Waterline Technologies from July 1, 2026, to June 30, 2028, and authorize the City Manager to execute the contract on behalf of the City. The total compensation for the contract term will not exceed $181,000. FISCAL IMPACT There is sufficient funding for the Swimming Pool Chemicals Contract in the proposed Fiscal Year 2026-27 budget. STRATEGIC PLAN IMPACT — None PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification. Prepared and Submitted By: Tom Boecking Director of Parks and Recreation Attachment A: Purchase and Delivery of Swimming Pool Chemicals — Waterline Technologies Agreement Attachment B: Waterline Technologies Proposal Attachment C: Purchase and Delivery of Swimming Pool Chemical Request for Proposal $18,860 20% $3,772 Contingency Estimated $22,632 Total STAFF RECOMMENDATION Staff recommends that the City Council approve the proposed contract with Waterline Technologies from July 1, 2026, to June 30, 2028, and authorize the City Manager to execute the contract on behalf of the City. The total compensation for the contract term will not exceed $181,000. FISCAL IMPACT There is sufficient funding for the Swimming Pool Chemicals Contract in the proposed Fiscal Year 2026-27 budget. STRATEGIC PLAN IMPACT — None PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification. Prepared and Submitted By: Tom Boecking Director of Parks and Recreation Attachment A: Purchase and Delivery of Swimming Pool Chemicals — Waterline Technologies Agreement Attachment B: Waterline Technologies Proposal Attachment C: Purchase and Delivery of Swimming Pool Chemical Request for Proposal Attachment A Purchase and Delivery of Swimming Pool Chemicals — Waterline Technologies Agreement CITY OF ROSEMEAD PURCHASE AGREEMENT WITH WATERLINE TECHNOLOGIES, INC. THIS AGREEMENT is made and entered into effective as of July 1, 2026, by and between the CITY OF ROSEMEAD, a general law city, located in the County of Los Angeles, State of California ("CITY") and Waterline Technologies Inc., with its principal place of business located at 620 N. Santiago Street, Santa Ana, CA 92701 ("SELLER"). WITNESSETH: For and in consideration of the promises and of the mutual covenants and agreements herein contained, said parties hereby agree as follows: 1. RECITALS. This AGREEMENT is made and entered into with respect to the following facts: (a) Request for Proposals No. 2026-05 was issued for the provision of Purchase and Delivery of Swimming Pool Chemical services. Proposers were required to submit a proposal on or before May 21, 2026. (b) That at its regular meeting held on June 23, 2026, the City Council accepted the proposal of Waterline Technologies, Inc., as the lowest total cost commensurate with the quality and scope needed. (c) The City Council directed that a written contract be entered into with SELLER upon the terms and conditions as hereinafter set forth. 2. CONTRACT DOCUMENTS. The Contract Documents shall consist of the CITY's Notice Inviting Bids No. 2026-05, Bid Form and Specifications, a copy of which is attached hereto as Exhibit "A", SELLER's Proposal, a copy of which is attached hereto as Exhibit "B", and all referenced specifications, details, and appendices, together with this contract and all required certificates, permits, notices and affidavits, and also including any and all addenda or supplemental -1- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v1 agreements clarifying, amending, or extending the purchase contemplated as may be required to insure its purchase and delivery in an acceptable manner. To the extent that Exhibit B is a proposal from SELLER, such proposal is referenced only for the description of the scope of services or products to be provided and no other terms and conditions from any such proposal shall apply to this Agreement. All of the rights and obligations of the CITY and SELLER are fully set forth and described in the Contract Documents. All of the above-mentioned documents are intended to complement the other documents so that any work called for in one, and not mentioned in the others, or vice versa, is to be executed the same as if mentioned in all of said documents. The document comprising the complete contract are hereinafter referred to as the CONTRACT DOCUMENTS and are incorporated herein by this reference and made and part hereof as though they were fully set forth herein. 3. CONTRACT PRICE AND PAYMENT. A. VENDOR'S Fee For services rendered pursuant to this Agreement, VENDOR will be paid in accordance with the compensation schedule included in the Proposal, attached hereto as Exhibit A, provided, however, that in no event will the total amount of money paid to VENDOR, for services initially contemplated by this Agreement, exceed the sum of one hundred eight one thousand ($181,000.00), unless otherwise first approved in writing by CITY. Should this Agreement be renewed, the VENDOR's fee may be adjusted upon the written agreement of the parties. B. Schedule of Payment Provided the VENDOR is not in default under the terms of this Agreement, upon presentation of an invoice, VENDOR will be paid the fees described as provided herein above. Payment will be due within thirty (30) days after the date of the invoice. 4. TERM Unless terminated earlier as provided herein below, the Agreement will continue in full force and effect through June 30, 2028. Upon mutual written agreement, the term of this Agreement can be extended annually for an additional one (1) year period as the parties agree. 5. BUSINESS LICENSE; OTHER LICENSES AND PERMITS A. The VENDOR must obtain a CITY business license prior to the start of work under this Agreement, unless VENDOR is qualified for an exemption. -2- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v1 B. VENDOR warrants that it has all professional, contracting, and other permits and licenses required to undertake the work contemplated by this Agreement. 6. TERMINATION OF AGREEMENT. The CITY shall have the right to terminate this AGREEMENT upon giving a ten (10) day advance written notice of such termination to SELLER. In the event of such termination, the City Manager, or his or her designee, based upon services accomplished by SELLER prior to notice of such termination, shall determine the amount of fees to be paid to SELLER for such services based upon accepted practices within SELLER'S field, and such finding by the City Manager, or his or her designee, and approved by the Rosemead City Council, shall be final and conclusive as to the amount of such fee. 7. INDEPENDENT CONTRACTOR. SELLER shall act as an independent contractor in the performance of the services provided for in this AGREEMENT and shall furnish such services in SELLER's own manner and method and in no respect shall SELLER be considered an agent or employee of the CITY. 8. NONASSIGNMENT. This AGREEMENT is not assignable, either in whole or in part, by SELLER without the written consent of CITY. 9. INDEMNIFICATION. SELLER hereby agrees to and shall hold CITY, its elective and appointive boards, officers, agents, employees, and volunteers harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from SELLER's negligent acts, errors or omissions under this AGREEMENT. SELLER agrees to, and shall defend CITY and its elective and appointive boards, officers, agents, employees, and volunteers from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid negligent acts, errors or omission; provided (a) That CITY does not, and shall not, waive any rights against SELLER which it may have by reason of the aforesaid hold -harmless AGREEMENT because of the acceptance by CITY or the deposit with CITY by SELLER, of any of the insurance policies hereinafter described in this AGREEMENT. (b) That the aforesaid hold -harmless AGREEMENT by SELLER shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of SELLER, or any subcontractor of SELLER, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. -3- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v (c) The provisions of this section do not apply to Claims occurring as a result of the CITY's sole negligence or willful acts or omissions. In the event of any dispute between SELLER and CITY, as to whether liability arises from the sole or active negligence of the CITY or its officers, employees, or agents, SELLER will be obligated to pay for CITY's defense until such time as a final judgment has been entered adjudicating the CITY as solely or actively negligent. SELLER will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees, and costs of litigation. 10. INSURANCE. SELLER shall not commence any work under this AGREEMENT and such insurance, shall have been approved by CITY as to form, amount and carrier, nor shall SELLER allow any subcontractor of SELLER to commence work on any subcontract, until all similar insurance required of the subcontractor of SELLER shall have been so obtained and approved. A. WORKERS' COMPENSATION INSURANCE. SELLER shall take out and maintain, during the life of this contract, Workers' Compensation Insurance and Employer's Liability Insurance for all of SELLER'S employees employed to perform the SERVICES as described section 2 of the AGREEMENT; and, if any work is sublet, SELLER shall require the subcontractor of SELLER similarly to provide Workers' Compensation Insurance and Employers' Liability Insurance in accordance with Labor Code, Section 3700 for all of the latter's employees, unless such employees are covered by the protection afforded by SELLER. If any class of employees engaged in work under this AGREEMENT is not protected under any Workers' Compensation law, SELLER shall provide and shall cause each subcontractor of SELLER to provide adequate insurance for the protection of employees not otherwise protected. SELLER shall indemnify CITY for any damage resulting to it from failure of either SELLER or any subcontractor of SELLER to take out or maintain such insurance. (i) Workers Compensation Insurance in the amount of not less than Statutory Limits set by the State of California. (ii) Employer's Liability Insurance in the amount of not less than ONE MILLION DOLLAR ($1,000,000). B. COMMERCIAL GENERAL LIABILITY, PROFESSIONAL LIABILITY, AND AUTOMOBILE LIABILITY INSURANCE. (i) Commercial General Liability Insurance. SELLER shall maintain commercial general liability insurance with coverage -4- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v1 at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract' language will not be accepted. (ii) Professional Liability (Errors & Omissions) Insurance. SELLER shall maintain professional liability insurance that covers the Services to be performed in connection with this agreement, in the minimum of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and SELLER agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. (iii) Automobile Liability Insurance. SELLER shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the SELLER arising out of or in connection with work to be performed under this agreement, including coverage for any owned, hired, non -owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. C. PROOF OF INSURANCE. SELLER shall provide certificates of insurance and required endorsements to CITY as evidence of insurance coverage required herein. Insurance certificates and endorsements must be approved by CITY prior to the commencement of work. Current certification of insurance shall be kept on file with CITY for the contract period and any additional length of time required thereafter. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. D. NOTICE TO COMMENCE WORK. The CITY will not issue any notice authorizing SELLER or any subcontractor to commence work under this AGREEMENT until SELLER has provided to the CITY Clerk the proof of insurance as required. E. DURATION OF COVERAGE. SELLER shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in -5- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v I connection with the performance of work hereunder by SELLER, their agents, representatives, employees, or subcontractors. F. PRIMARY/NONCONTRIBUTING. Coverage provided by SELLER shall be primary and an insurance or self-insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on primary and non-contributory basis for the benefit of CITY before the CITY's own insurance or self- insurance shall be called upon to protect it as named insured. G. CITY'S RIGHTS OF ENFORCEMENT. In the event any policy of insurance required under this agreement does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by SELLER or CITY will withhold amounts sufficient to pay premium from SELLER'S payments. In the alternative, CITY may cancel this agreement. H. ACCEPTABLE INSURERS. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholder's Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best' Key Rating Guide, unless otherwise approved by the Director of Human Resources & Risk Management. WAIVER OF SUBROGATION. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees, representatives and volunteers or shall specifically allow SELLER or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. SELLER hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subcontractors. J. ENFORCEMENT OF CONTRACT PROVISIONS (NON ESTOPPEL). SELLER acknowledges and agrees that any actual or alleged failure on part of the CITY to inform SELLER of non- compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder. -6- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v I K. REQUIREMENTS NOT LIMITING. Requirements of specific coverage features or limits contained in this section are not intended as limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the SELLER maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the SELLER. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. L. NOTICE OF CANCELLATION. SELLER agrees to oblige its insurance agent or broker and insurers to provide the CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the SELLER'S insurers are unwilling to provide such notice, then SELLER shall have the responsibility of notifying the CITY immediately in the event of SELLER'S failure to renew any of the required insurance coverages, or insurer's cancellation or nonrenewal. M. ADDITIONAL INSURED STATUS. General Liability, Automobile Liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, agents, representatives, and volunteers shall be additional insureds under such policies. N. PROHIBITION OF UNDISCLOSED COVERAGE LIMITATIONS. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing. O. SEPARATION OF INSUREDS. A severability of interests provision must apply for all additional insureds ensuring that SELLER'S insurance shall apply separately to each insured again whom claim is made or suit is brough, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability exclusions. P. PASS THOUGH CLAUSE. SELLER agrees to ensure that its subcontractors, and any other party who is brough onto or involved in the project/service by SELLER (hereinafter collectively "subcontractor"), provide the same minimum insurance coverage -7- Purchase Agreement Over $50K 12/2025 Form, 4918-6420-7447 v1 and endorsements required of SELLER. SELLER agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event SELLER'S subcontractor cannot comply with this requirement, which proof must be submitted to the CITY, SELLER shall be required to ensure that its subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with subcontractor's scope of work and services, with limits less than required of the SELLER, but in all other terms consistent with the SELLER's requirements under this agreement. This provision does not relieve the SELLER' of its contractual obligations under the agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended to solely provide SELLER with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the SELLER under this agreement given the limited scope of work or services provided by the subcontractor. CONSULANT agrees that upon request, all agreements with subcontractors, and others engaged in this project, will be submitted to CITY for review. Q. CITY'S RIGHT TO REVISE SPECIFICATIONS. The CITY reserves the right to at any time during the term of the contract to change the amounts and types of insurance required by giving the SELLER ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the SELLER, the CITY and SELLER may renegotiate the SELLER'S compensation. R. SELF-INSURED RETENTIONS. Any self-insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administrative, and defense expenses within the retention through confirmation from the underwriter. S. TIMELY NOTICE OF CLAIMS. SELLER shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from SELLER'S performance under this agreement, and that involve or may involve coverage under any of the required liability policies. T. ADDITIONAL INSURANCE. SELLER shall also procure and maintain, at this own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. In Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v l 11. NON-DISCRIMINATION. SELLER shall not discriminate in its recruiting, hiring, promotion, demotion or termination practices on the basis of race, religion, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual preference, in the performance of this AGREEMENT and shall comply with the provisions of the California Fair Employment and Housing Act as set forth in Part 2.8 of Division 3, Title 2 of the California Government Code; the Federal Civil Rights Act of 1964, as set forth in Public Law 88-352, and all amendments thereto; Executive Order 11246; and all administrative rules and regulations issued pursuant to such acts and order. 12. UNAUTHORIZED ALIENS. SELLER hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 USC § 1101, et seq.), as amended; and, in connection therewith, shall not employ unauthorized aliens as defined therein. Should SELLER so employ such unauthorized aliens for the performance of work and/or services covered by this AGREEMENT, and should the Federal Government impose sanctions against the CITY for such use of unauthorized aliens, SELLER hereby agrees to, and shall, reimburse CITY for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the CITY in connection therewith. 13. WAIVER. Waiver by any parry hereto of any term, condition, or covenant of this AGREEMENT shall not constitute the waiver of any other term, condition or covenant hereof. 14. ATTORNEYS' FEES. If litigation is reasonably required to enforce or interpret the provisions of this AGREEMENT, the prevailing parry in such litigation shall be entitled to an award of reasonable attorneys' fees, in addition to any other relief to which it may be entitled. 15. BINDING EFFECT. This AGREEMENT shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto. 16. PROVISIONS, CUMULATIVE. The provisions of this AGREEMENT are cumulative, and in addition to, and not in limitation of, any rights or remedies available to CITY. 17. NO PRESUMPTION RE: DRAFTER. The parties acknowledge and agree that the terms and provisions of this AGREEMENT have been negotiated and discussed between the parties and their attorneys, and this AGREEMENT reflects their mutual AGREEMENT regarding the same. Because of the nature of such negotiations and discussions it would be inappropriate to deem any party to be the drafter of this AGREEMENT; and, therefore, no presumption for or against validity or as to any interpretation hereof, based upon the identity of the drafter, shall be applicable in interpreting or enforcing this AGREEMENT. -9- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 vl 18. ASSISTANCE OF COUNSEL. Each party to this AGREEMENT warrants to each other party as follows: (a) That each party either had the assistance of counsel or had counsel available to it, in the negotiation for, and execution of, this AGREEMENT, and all related documents; and, (b) That each party has lawfully authorized the execution of this AGREEMENT. 19. MODIFICATION. This AGREEMENT shall not be modified, except by written AGREEMENT of the parties. 20. GOVERNING LAW. This AGREEMENT shall be interpreted and construed according to the laws of the State of California. 21. NOTICE. Whenever it shall be necessary for either party to serve notice on the other regarding this AGREEMENT, such notice may be furnished in writing by either party to the other, and shall be served by personal service, as required in judicial proceedings or by certified mail, postage prepaid, return receipt requested, addressed to the parties as follows: CITY: Tom Boecking City of Rosemead 8838 East Valley Boulevard Rosemead CA 91770 Tel: 626 569-2161 Email: tboecking@rosemeadca.gov SELLER: Tom Berrey Waterline Technologies, Inc. 620 N. Santiago Street Santa Ana, CA 92701 Tel: 714 564-9100 tberrey@waterlinetech.com Notice will be deemed effective on the date personally delivered or transmitted by facsimile. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities. 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. 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. -10- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v1 23. FORCE MAJEURE. Neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party. Such acts include, but are not limited to, acts of God, fire, flood, earthquake, or other natural disaster, nuclear accident, explosion, war, terrorist attack, embargo, strike, lockout, riot, freight embargo, publicly regulated utility, or government statutes or regulations superimposed after the fact. Notwithstanding the foregoing, this provision shall only have effect if written notice of the force majeure event is given by the party claiming such excuse for delay within ten days of the commencement of such event. 24. ELECTRONIC TRANSMISSION OF CONTRACT AND SIGNATURE. The Parties agree that this AGREEMENT may be signed and transmitted by electronic mail by either/any or both/all Parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California Government Code section 16.5 and Civil Code section 1633.7. [signatures on the following page] IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed on its effective date by their respective officers duly authorized to bind the parties on their behalf. CITY OF ROSEMEAD SELLER WATERLINE TECHNOLOGIES Tax PayerlD: Ben Kim, City Manager Date Print ATTEST: (President, VP) Ericka Hernandez, City Clerk Date APPROVED AS TO FORM: Signature Print Rachel Richman City Attorney Date -11- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v (Treasurer, Secretary) ATTACHMENT A — PROPOSAL 12- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v] ATTACHMENT B — SCOPE OF WORK Purchase and Delivery of Swimming Pool Chemicals Delivery Location Splash Zone: 3233 Kelburn Ave, Rosemead, CA 91770 Rosemead Aquatic Center: 9155 E. Mission Drive, Rosemead, CA 91770 Splash Zone: 3233 Kelburn Ave. Rosemead, CA 91770 Slides — 4,200 Gallons Wet play - 4,000 Gallons Instructional Pool — 37,356 Gallons January- May: Monthly June- September: Weekly October- December: Monthly Chloring Tank - 770 Gallons Muriatic Acid Tank - 330 Gallons Quantity Description Container/Weight UOM Unit Cost Bid Total 2,300 Chlorine Bulk (gal) Liquid $2.96 $6,808 400 Muriatic Acid Bulk (gal) Liquid $2.42 $9,680 35 Sodium Bicarbonate 50 lb. bags Dry $31.26 $1,094 7 Calcium 50 Ib. bags Dry Flake $24.73 $1,126 5 Sodium Carbinate 50 Ib. bags DryFlake $30.38 $152 Rosemead Aquatic Center Competition Pool — 612,066 Gallons January — May: Bi -weekly June - September: Weekly October—December: Bi -weekly Chloring Tank - 1,000 Gallons Muriatic Acid Tank- 600 Gallons Quantity Description Container/Weight UM Unit Cost 15,500 Chlorine Bulk (gal) Liquid $2.96 2,700 Muriatic Acid Bulk (gal) Liquid $2.42 -13- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v1 5 Sodium 50 Ib. bags Dry $31.26 Bicarbonate 20 Calcium 50 lb. bags Dry Flake $24.73 20 Sodium 50 Ib. bags Dry Flake $30.38 Carbinate -14- Purchase Agreement Over $50K 12/2025 Form 4918-6420-7447 v1 Attachment B Waterline Technologies Proposal U WATERLINE TECHNOLOGIES, INC. WTI wf, •ea�«gwT I ff� •fiif I WTUPMTNWAI wnituf wsr„uf.n Waterline Technologies, Inc. 620 N. Santiago Street Santa Ana, CA 92701 Phone: (714) 564-9100 Date: May 20, 2026 City of Rosemead 8838 E. Valley Blvd Rosemead, CA 91770 SANTA ANA BRANCH 620 SANTIAGO STREET SANTA ANA, CA 92701 714.564.910D PALM DESERT BRANCH 52.320 MELANIE PLACL PALM DESERT, CA 91211 760.624,0995 Subject: Bid Submission —City of Rosemead [Project Name / Bid No.] Dear Evaluation Committee, Waterline Technologies, Inc. is pleased to submit our bid for the referenced City of Rosemead project. We appreciate the opportunity to support the City and are confident in our ability to deliver reliable, high-quality solutions in full compliance with the project requirements. Headquartered in Santa Ana, California, Waterline Technologies specializes in municipal water and wastewater systems throughout Southern California. Our team brings extensive experience supplying, integrating, and servicing critical infrastructure equipment, with a strong focus on responsiveness, quality, and long-term performance. We have carefully reviewed the project specifications and any issued addenda. Enclosed in our bid package, please find all required documentation, including completed proposal forms, company qualifications, and supporting materials. We confirm our commitment to meeting all technical, schedule, and compliance requirements outlined by the City. Waterline Technologies takes pride in maintaining strong relationships with local agencies and delivering dependable solutions backed by knowledgeable service and support. We lookforward to the opportunity to partnerwith the City of Rosemead on this project. If you have any questions or require additional information, please feel free to contact me directly. Thank you for your consideration. Sincerely, Tom Berrey Waterline Technologies, Inc. tberrey@watertinetech.com (714) 564-9100 U WATERLINE TECHNOLOGIES, INC. References 1. City of Palm Springs (Parks & Recreation) Michael Maidment Parks Maintenance Supervisor City of Palm Springs Phone: 760-668-9845 [Fw:City o-alm desert I Outlook] 2. The Irvine Company Danny Lute Facilities / Operations Contact The Irvine Company Email: dlule@irvinecompany.com [Re: Irvine... 6000609806 [Ou_tLQok) 3. Disney- Utilities & Engineering (Paradise Bay/DCA/ DTD) Joshua A. Ward Engineering Services Manager Disney Parks - Utilities & Support Services Phone: 714-299-9188 [RE: Paradise Bav I Outlook] 4. Technology International, Inc. (Project Partner / Contractor) Saif Habib Outside Sales Team Technology International, Inc. Phone: +1 (407) 359-2373 (Le: RFO f-O-,.K-MAT-ERIAt utl kj SANTA ANA PALM DESERT t ® BRANCH 620 SANTIA6o STREET' BRANCH 52.570 MELANIE PLACE SANTA ANA, CA 9901 PALM DESERT, CA 92211 w�mtt«ai swo r��rotw cwMKsu yntgRATp.µ wo«u!w 714.564.9100 760.674.0995 References 1. City of Palm Springs (Parks & Recreation) Michael Maidment Parks Maintenance Supervisor City of Palm Springs Phone: 760-668-9845 [Fw:City o-alm desert I Outlook] 2. The Irvine Company Danny Lute Facilities / Operations Contact The Irvine Company Email: dlule@irvinecompany.com [Re: Irvine... 6000609806 [Ou_tLQok) 3. Disney- Utilities & Engineering (Paradise Bay/DCA/ DTD) Joshua A. Ward Engineering Services Manager Disney Parks - Utilities & Support Services Phone: 714-299-9188 [RE: Paradise Bav I Outlook] 4. Technology International, Inc. (Project Partner / Contractor) Saif Habib Outside Sales Team Technology International, Inc. Phone: +1 (407) 359-2373 (Le: RFO f-O-,.K-MAT-ERIAt utl kj City of Rosemead Rosemead Aquatic Center Competition Pool — 612,066 January- May- Bi -weekly June- September- Weekly October- December- Bi -weekly Chloring Tank - 1,000 Gallons Muriatic Acid Tank- 600 Gallons Quantitv Description_ Container/Weight UOM Unit Cost Bid Total 15,500 Chlorine Bulk al Liquid $2.96 $45,880.00 2,700 Muriatic Acid Bulk (gal) Liquid $2.42 $6534.00 45 Sodium Bicarbonate 50 Ib. bags Dry $31.26 1406.70 20 1 Calcium 1 50 Ib. bas 1 Dry Flake 1$24.73 1 $494.60 20 Sodium Carbinate 50 Ib. bags Dry Flake $30.38 $607.60 City of Rosemead Attachment B — Scope of Work Purchase & Delivery of Swimming Pool Chemicals Delivery Locations Splash Zone: 3233 Kelburn Ave. Rosemead, CA 91770 Rosemead Aquatic Center: 9155 E, Mission Dr. Rosemead, CA 91770 Splash Zone: 3233 Kelburn Ave. Rosemead, CA 91770 Slides — 4,200 Gallons Wet play - 4,000 Gallons Instructional Pool — 37,356 Gallons January- May- Monthly June- September- Weekly October- December- Monthly Chloring Tank - 770 Gallons Muriatic Acid Tank - 330 Gallons Quantity Description Container/Weight UOM Unit Cost Bid Total 2,300 Chlorine Bulk al Liquid $2.96 $6808.00 400 Muriatic Acid Bulk (gal) Liquid $2.42 $9680.00 35 Sodium Bicarbonate 50 Ib. bags Dry $31.26 $1094.10 7 Calcium 50 Ib. bas 1 Dry Flake $24.73 $1125.83 5 Sodium Carbinate 50 Ib. bags Dry Flake $30.38 151.90 Attachment C Purchase and Delivery of Swimming Pool Chemical Request for Proposal CITY OF ROSEMEAD 8838 E. Valley Boulevard Rosemead, California 91770 Request for Proposal (RFP) No. 2026-05 Purchase & Delivery of Swimming Pool Chemicals Proposal Submission Electronic: All interested proposers shall register and submit electronic proposals via the PlanetBids Vendor Portal: hftps://pbsVstem.planetbids.com/portal/54150/portal-home or Hardcopy: Submit three (3) bound copies and one (1) electronic PDF file on a flash drive in a sealed envelope delivered to the City Clerk's Office at 8838 E. Valley Boulevard, Rosemead, CA 91770 Proposals Due: May 21, 2026 at 10:30 am Proposals received after the time and date stated above will not be considered. Contact Person: Jacqueline Guerrero, Recreation Supervisor (626) 569-2268, Jguerrero@rosemeadca.gov Inquiries: Please direct any questions or concerns regarding this RFP on the City's PlanetBids Vendor Portal no later than May 7, 2026, at 5:00 pm. Answers to submitted questions will be posted on PlanetBids. Modifications: Any modification of this RFP will be provided through the PlanetBids portal. Issuance Date: Thursday April 23, 2026 City of Rosemead Overview The City of Rosemead is inviting qualified proposers to submit proposals for a two-year contract for the purchase and delivery of swimming pool chemicals. The chosen vendor will need to show a record of reliability and quality, as well as the ability to provide quality equipment and services at a competitive price. The purpose of this RFP is to define the City's minimum requirements, solicit proposals, and gain adequate information by which the City may evaluate the services offered by proposer(s). The proposed term of the agreement is for two year with an option of two one-year extensions at the City's discretion. Background of the City The City of Rosemead is a suburb located in the San Gabriel Valley, 10 miles east of downtown Los Angeles. The City is 5.2 square miles (2,344 -acres) in size. Rosemead is a working-class suburb with a diverse population base. Rosemead operates under the Council/Manager form of government. The City Council is elected at large to four years, overlapping terms. The Mayor is elected by a majority vote of the City Council and rotates each year. The City Manager is appointed by and assists with carrying out the vision of the City Council. Scope of Services Please see Attachment B for the detailed scope of work for the purchase and delivery of swimming pool chemicals. Proposal Submission Requirements Electronic: Prospective bidders may submit an electronic proposal through the City's Vendor Portal Hosted by PlanetBids at: httos://Pbsystem.planetbids.com/portal/54150/portal-home or Hardcopy: Submit three (3) bound copies and one (1) electronic PDF file on a flash drive in a sealed envelope delivered to the City Clerk's Office at 8838 E. Valley Boulevard, Rosemead, CA 91770 All proposals shall be submitted no later than May 21, 2026, at 10:30 am Faxed emailed or late proposals will not be considered. The electronic copy must be in a searchable PDF format. City of Rosemead The proposal must be submitted in the format specified below: 1. Cover Letter: Provide a summary of the proposal, signed by a representative with the authority to negotiate and bind the proposer. Indicate any conflicts of interest. 2. Background, Experience, and Financial Stability: o Outline the proposer's history and experience within the last five years for related projects, including local experience; and o Provide a brief description of the proposer's financial stability and capacity to deliver services; and o Certify no pending litigation, bankruptcy proceedings or financial events against the organization within the last five years. 3. Table of Contents: Provide contents of proposal with page number references for each section listed below. 4. Approach and Scope of Work: Provide an understanding of the project, scope of work, schedule, and describe the approach in providing services. 5. References: Provide a minimum of four (4) references for similar projects. Include a contact name, title, company/organization, address, e-mail, and phone number. References will be contacted as a part of the selection process. Public Agency references highly desired. 6. City Contract and Insurance Requirements: Review Attachment A: Agreement Template and Insurance Requirements. Provide a statement acknowledging compliance with all terms of the sample Agreement or provide any comments/revisions for the City to consider. 7. Addenda Acknowledgement: If any Addenda is issued by the City, the proposer shall acknowledge it in this section. 8. Cost Proposal: Specify the proposed hourly and not -to -exceed costs. Include any other cost and price information that would be contained in an agreement with the City, and extra after- hours services or any other services that are considered optional additions. The proposed prices must remain valid for the entire period indicated unless otherwise. 3 City of Rosemead Evaluation Criteria Evaluation Criteria Categories: MAX POINTS Background and Qualifications 15 Project Understanding and Scope of Work 30 References and Past Experience 20 Responsiveness and Completeness 15 Cost Proposal 20 Total Possible Points 100 Additional categories applicable for Professional Services and contracts over $100K Community Benefit—Community Investment: maintains a physical business location within the City of Rosemead and holds a valid business license for at least one (1) year prior to the RFP release date, or (2) has satisfactorily completed work for the City within the past five 5 ears. 1 Community Benefit —Local Engagement: Commitment to participate in City -approved community service during the term of the contract. * 4 Total Possible Points 105 *Community Benefit — Local Engagement: While the City does not prescribe specific qualifying activities, vendors are encouraged to propose services that offer meaningful community benefits. Examples include but are not limited to providing scholarships to Rosemead school-age residents, participating in City -sponsored cleanup events, engaging in local school programs such as reading to students, donating trees for City Earth Day celebrations, or maintaining active membership with the Rosemead Chamber of Commerce. All proposed activities are subject to City approval. City of Rosemead Selection Process Proposals will be evaluated on the proposer's ability to provide services that meet the requirements set forth in this RFP. The City reserves the right to make such investigations as it deems necessary to determine the ability of the proposer to provide services meeting a satisfactory level of performance in accordance with the City's requirements. The proposer shall furnish such information and data for this purpose as the City may request, at no cost to the City. Interviews and presentations may be requested if deemed necessary to fully understand and evaluate the proposer's capabilities and qualifications. It is the City's intent to award a single contract to the proposer that can best meet the requirements of the RFP. The City reserves the right to award a contract to multiple or a single proposer, or to make no award, whichever is in the best interest of the City. If there are unresolved issues and negotiations are unsuccessful with the top-ranked proposer, negotiations with be formally terminated and the City may attempt to negotiate an agreement with the next highest ranked proposer. The City's right shall be continued until a satisfactory contract can be negotiated. Award of contract is subject to City Council approval. RFP Schedule Description RFP Available Deadline to Submit Questions City Response to Questions Posted on PlanetBids Vendor Portal Proposals Due Interviews (If necessary) Award of Contract Presented to City Council First Day of Contract Services Attachments Dates 04/23/2026 05/07/2026 05/11/2026 05/21/2026 05/27/2026 06/09/2026 (Tentative) 07/01/2026 (Tentative) Attachment A — Agreement Template and Insurance Requirements Attachment B — Scope of Work Click or tap here to enter text. Click or tap here to enter text. City of Rosemead City's Reservation of Rights 1. By submitting a proposal in response to this RFP, the vendor accepts all terms of the attached sample agreement with no modifications. 2. Proposers shall carefully read the information contained in this RFP and submit a complete response to all requirements and questions as directed. Incomplete proposals may be considered non-responsive and may be rejected at the City's discretion. 3. All information, documentation, and other materials submitted in response to this solicitation are considered non -confidential and/or non-proprietary and are subject to public disclosure after the solicitation is completed. 4. The City is not liable for any pre -contractual expenses incurred by any proposer or by any selected consultant. Each proposer shall protect, defend, indemnify, and hold harmless the City from any and all liability, claims, or expenses whosever incurred by, or on behalf of, the entity participating in the preparation of its response to this RFP. Proposers shall prepare and develop proposals at their sole cost and expense. 5. The City makes no representations of any kind that an award of an agreement will be made as a result of this RFP, or subsequent RFP. The City reserves the right to accept or reject any or all proposals, waive any formalities or minor technical inconsistencies, and/or delete any item/requirements from this RFP when deemed to be in City's best interest. 6. Failure to comply with all requirements contained in this RFP may result in the rejection of a proposal. 7. A proposal may be modified or withdrawn in person at any time before the scheduled due date, provided a receipt for the withdrawn Proposal signed by the proposer's authorized representative. The City reserves the right to request proof of authorization to withdraw a Proposal. 8. The City may evaluate the proposals based on the anticipated completion of all or any portion of the project. The City reserves the right to divide the project into multiple parts, reject any and all proposals and re -solicit for new proposals, or reject any and all proposals and temporarily or permanently abandon the project. 9. The City may, in the evaluation of proposals, request clarification from proposers regarding their proposals, obtain additional material or literature, and pursue other avenues of research as necessary to ensure that a thorough evaluation is conducted. 10. By submitting a proposal in response to this RFP, the vendor accepts the evaluation process, acknowledges and accepts that determination will require subjective judgments by the City and waives all rights to protest or seek any legal remedies whatsoever regarding any aspect of this RFP. City of Rosemead 11. The City of Rosemead expects the highest level of ethical conduct from proposers, including adherence to all applicable laws and local ordinances regarding ethical behavior. 12. If an agreement cannot be reached with the highest -ranked proposer, City reserves the right to terminate negotiations with that party and enter into negotiations with the next highest - ranked proposer. 13. Finalists in the selection process may be asked to attend an interview once the RFP process is complete. 14. Acceptance of any proposal is contingent upon the proposer's certification and agreement by submitting its offer to comply and act in accordance with all provisions of the City's Municipal Code. 15.AII proposals submitted shall be binding for 90 days from the date of submittal. City of Rosemead Attachment A —Agreement Template and Insurance Requirements CITY OF ROSEMEAD PURCHASE AGREEMENT WITH [VENDOR NAME] THIS AGREEMENT is made and entered into effective as of , 20, by and between the CITY OF ROSEMEAD, a general law city, located in the County of Los Angeles, State of California ("CITY") and , with its principal place of business located at ("SELLER"). WITNESSETH: For and in consideration of the promises and of the mutual covenants and agreements herein contained, said parties hereby agree as follows: 1. RECITALS. This AGREEMENT is made and entered into with respect to the following facts: (a) Request for Proposals No proposal on or before was issued for the provision of services. Proposers were required to submit a (b) That at its regular meeting held on the City Council accepted the proposal of as the lowest total cost commensurate with the quality and scope needed. (c) The City Council directed that a written contract be entered into with SELLER upon the terms and conditions as hereinafter set forth. 2. CONTRACT DOCUMENTS. The Contract Documents shall consist of the CITY's Notice Inviting Bids No. , Bid Form and Specifications, a copy of which is attached hereto as Exhibit "A", SELLER's Proposal, a copy of which is attached hereto as Exhibit "B", and all referenced specifications, details, and appendices, together with this contract and all required certificates, permits, notices and affidavits, and also including any and all addenda or City of Rosemead supplemental agreements clarifying, amending, or extending the purchase contemplated as may be required to insure its purchase and delivery in an acceptable manner. To the extent that Exhibit B is a proposal from SELLER, such proposal is referenced only for the description of the scope of services or products to be provided and no other terms and conditions from any such proposal shall apply to this Agreement. All of the rights and obligations of the CITY and SELLER are fully set forth and described in the Contract Documents. All of the above-mentioned documents are intended to complement the other documents so that any work called for in one, and not mentioned in the others, or vice versa, is to be executed the same as if mentioned in all of said documents. The document comprising the complete contract are hereinafter referred to as the CONTRACT DOCUMENTS and are incorporated herein by this reference and made and part hereof as though they were fully set forth herein. 3. CONTRACT PRICE AND PAYMENT. CITY hereby agrees to pay SELLER and SELLER hereby agrees to accept as payment in full the total sum of ($ ) to be paid as provided for in the CITY's Notice Inviting Bids attached hereto as Exhibit "A." 4. WARRANTY. The are warranted by SELLER to be new and to be free from defects in materials and workmanship and perform to specifications provided in the CONTRACT DOCUMENTS, and by reference made a part hereof as though fully set forth herein. During said warranty periods, the shall maintain their structural and functional integrity. The warranty is based on regular operation, under operating conditions prevailing in the CITY's operating area. 5. WARRANTY OF FITNESS. SELLER hereby warrants that all materials furnished shall meet the requirements and conditions of the CONTRACT DOCUMENTS and shall be fit for the purposes intended. It is understood and agreed that by acceptance of this warranty and the acceptance of materials or supplies to be manufactured or assembled pursuant to the specifications in these CONTRACT DOCUMENTS, does not waive any warranty, either expressed or implied. 6. TERMINATION OF AGREEMENT. The CITY shall have the right to terminate this AGREEMENT upon giving a ten (10) day advance written notice of such termination to SELLER. In the event of such termination, the City Manager, or his or her designee, based upon services accomplished by SELLER prior to notice of such termination, shall determine the amount of fees to be paid to SELLER for such services based upon accepted practices within SELLER'S field, and such finding by the City Manager, or his or her designee, and approved by the Rosemead City Council, shall be final and conclusive as to the amount of such fee. 7. INDEPENDENT CONTRACTOR. SELLER shall act as an independent contractor in the performance of the services provided for in this AGREEMENT and shall furnish such City of Rosemead services in SELLER's own manner and method and in no respect shall SELLER be considered an agent or employee of the CITY. 8. NONASSIGNMENT. This AGREEMENT is not assignable, either in whole or in part, by SELLER without the written consent of CITY. 9. INDEMNIFICATION. SELLER hereby agrees to and shall hold CITY, its elective and appointive boards, officers, agents, employees, and volunteers harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from SELLER's negligent acts, errors or omissions under this AGREEMENT. SELLER agrees to, and shall defend CITY and its elective and appointive boards, officers, agents, employees, and volunteers from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid negligent acts, errors or omission; provided (a) That CITY does not, and shall not, waive any rights against SELLER which it may have by reason of the aforesaid hold -harmless AGREEMENT because of the acceptance by CITY or the deposit with CITY by SELLER, of any of the insurance policies hereinafter described in this AGREEMENT. b. That the aforesaid hold -harmless AGREEMENT by SELLER shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of SELLER, or any subcontractor of SELLER, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. C. The provisions of this section do not apply to Claims occurring as a result of the CITY's sole negligence or willful acts or omissions. In the event of any dispute between SELLER and CITY, as to whether liability arises from the sole or active negligence of the CITY or its officers, employees, or agents, SELLER will be obligated to pay for CITY's defense until such time as a final judgment has been entered adjudicating the CITY as solely or actively negligent. SELLER will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees, and costs of litigation. 10. INSURANCE. SELLER shall not commence any work under this AGREEMENT and such insurance, shall have been approved by CITY as to form, amount and carrier, nor shall SELLER allow any subcontractor of SELLER to commence work on any subcontract, until all similar insurance required of the subcontractor of SELLER shall have been so obtained and approved. A. WORKERS' COMPENSATION INSURANCE. SELLER shall take out and maintain, during the life of this contract, Workers' Compensation Insurance and Employer's Liability Insurance for all of SELLER'S employees employed to perform the SERVICES as described section 2 of the AGREEMENT; and, if any City of Rosemead work is sublet, SELLER shall require the subcontractor of SELLER similarly to provide Workers' Compensation Insurance and Employers' Liability Insurance in accordance with Labor Code, Section 3700 for all of the latter's employees, unless such employees are covered by the protection afforded by SELLER. If any class of employees engaged in work under this AGREEMENT is not protected under any Workers' Compensation law, SELLER shall provide and shall cause each subcontractor of SELLER to provide adequate insurance for the protection of employees not otherwise protected. SELLER shall indemnify CITY for any damage resulting to it from failure of either SELLER or any subcontractor of SELLER to take out or maintain such insurance. i.Workers Compensation Insurance in the amount of not less than Statutory Limits set by the State of California. ii.Emplover's Liability Insurance in the amount of not less than ONE MILLION DOLLAR ($1,000,000). B. COMMERCIAL GENERAL LIABILITY, PROFESSIONAL LIABILITY, AND AUTOMOBILE LIABILITY INSURANCE. i.Commercial General Liability Insurance. SELLER shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. ii.Professional Liability (Errors & Omissions) Insurance. SELLER shall maintain professional liability insurance that covers the Services to be performed in connection with this agreement, in the minimum of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and SELLER agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. iii.Automobile Liability Insurance. SELLER shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the SELLER arising out of or in connection with work to be performed under this agreement, including coverage for any owned, hired, non -owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. C. PROOF OF INSURANCE. SELLER shall provide certificates of insurance and required endorsements to CITY as evidence of insurance coverage required herein. Insurance certificates and endorsements must be approved by CITY prior to the commencement of work. Current certification of insurance shall be kept on file with CITY for the contract period and any additional length of time required thereafter. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. City of Rosemead D. NOTICE TO COMMENCE WORK. The CITY will not issue any notice authorizing SELLER or any subcontractor to commence work under this AGREEMENT until SELLER has provided to the CITY Clerk the proof of insurance as required. E. DURATION OF COVERAGE. SELLER shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of work hereunder by SELLER, their agents, representatives, employees, or subcontractors. F. PRIMARY/NONCONTRIBUTING. Coverage provided by SELLER shall be primary and an insurance or self-insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on primary and non-contributory basis for the benefit of CITY before the CITY's own insurance or self-insurance shall be called upon to protect it as named insured. G. CITY'S RIGHTS OF ENFORCEMENT. In the event any policy of insurance required under this agreement does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by SELLER or CITY will withhold amounts sufficient to pay premium from SELLER'S payments. In the alternative, CITY may cancel this agreement. H. ACCEPTABLE INSURERS. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholder's Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best' Key Rating Guide, unless otherwise approved by the Director of Human Resources & Risk Management. I. WAIVER OF SUBROGATION. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees, representatives and volunteers or shall specifically allow SELLER or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. SELLER hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subcontractors. J. ENFORCEMENT OF CONTRACT PROVISIONS (NON ESTOPPEL). SELLER acknowledges and agrees that any actual or alleged failure on part of the CITY to inform SELLER of non-compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder. K. REQUIREMENTS NOT LIMITING. Requirements of specific coverage features or limits contained in this section are not intended as limitation on coverage, limits or other requirements, or a waiver of any coverage normally City of Rosemead provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the SELLER maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the SELLER. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. L. NOTICE OF CANCELLATION. SELLER agrees to oblige its insurance agent or broker and insurers to provide the CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the SELLER'S insurers are unwilling to provide such notice, then SELLER shall have the responsibility of notifying the CITY immediately in the event of SELLER'S failure to renew any of the required insurance coverages, or insurer's cancellation or nonrenewal. M. ADDITIONAL INSURED STATUS. General Liability, Automobile Liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, agents, representatives, and volunteers shall be additional insureds under such policies. N. PROHIBITION OF UNDISCLOSED COVERAGE LIMITATIONS. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing. O. SEPARATION OF INSUREDS. A severability of interests provision must apply for all additional insureds ensuring that SELLER'S insurance shall apply separately to each insured again whom claim is made or suit is brough, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability exclusions. P. PASS THOUGH CLAUSE. SELLER agrees to ensure that its subcontractors, and any other party who is brough onto or involved in the project/service by SELLER (hereinafter collectively "subcontractor'), provide the same minimum insurance coverage and endorsements required of SELLER. SELLER agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event SELLER'S subcontractor cannot comply with this requirement, which proof must be submitted to the CITY, SELLER shall be required to ensure that its subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with subcontractor's scope of work and services, with limits less than required of the SELLER, but in all other terms consistent with the SELLER's requirements under this agreement. This provision does not relieve the SELLER' of its contractual obligations under the agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended to solely provide SELLER with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but may not carry the City of Rosemead same insurance limits as required of the SELLER under this agreement given the limited scope of work or services provided by the subcontractor. CONSULANT agrees that upon request, all agreements with subcontractors, and others engaged in this project, will be submitted to CITY for review. Q. CITY'S RIGHT TO REVISE SPECIFICATIONS. The CITY reserves the right to at any time during the term of the contract to change the amounts and types of insurance required by giving the SELLER ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the SELLER, the CITY and SELLER may renegotiate the SELLER'S compensation. R. SELF-INSURED RETENTIONS. Any self-insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administrative, and defense expenses within the retention through confirmation from the underwriter. S. TIMELY NOTICE OF CLAIMS. SELLER shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from SELLER'S performance under this agreement, and that involve or may involve coverage under any of the required liability policies. T. ADDITIONAL INSURANCE. SELLER shall also procure and maintain, at this own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 11. NON-DISCRIMINATION. SELLER shall not discriminate in its recruiting, hiring, promotion, demotion or termination practices on the basis of race, religion, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual preference, in the performance of this AGREEMENT and shall comply with the provisions of the California Fair Employment and Housing Act as set forth in Part 2.8 of Division 3, Title 2 of the California Government Code; the Federal Civil Rights Act of 1964, as set forth in Public Law 88-352, and all amendments thereto; Executive Order 11246; and all administrative rules and regulations issued pursuant to such acts and order. 12. UNAUTHORIZED ALIENS. SELLER hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 USC § 1101, et seq.), as amended; and, in connection therewith, shall not employ unauthorized aliens as defined therein. Should SELLER so employ such unauthorized aliens for the performance of work and/or services covered by this AGREEMENT, and should the Federal Government impose sanctions against the CITY for such use of unauthorized aliens, SELLER hereby agrees to, and shall, reimburse CITY for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the CITY in connection therewith. 13. WAIVER. Waiver by any party hereto of any term, condition, or covenant of this AGREEMENT shall not constitute the waiver of any other term, condition or covenant hereof. 14 City of Rosemead 14. ATTORNEYS' FEES. If litigation is reasonably required to enforce or interpret the provisions of this AGREEMENT, the prevailing party in such litigation shall be entitled to an award of reasonable attorneys' fees, in addition to any other relief to which it may be entitled. 15. BINDING EFFECT. This AGREEMENT shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto. 16. PROVISIONS, CUMULATIVE. The provisions of this AGREEMENT are cumulative, and in addition to, and not in limitation of, any rights or remedies available to CITY. 17. NO PRESUMPTION RE: DRAFTER. The parties acknowledge and agree that the terms and provisions of this AGREEMENT have been negotiated and discussed between the parties and their attorneys, and this AGREEMENT reflects their mutual AGREEMENT regarding the same. Because of the nature of such negotiations and discussions it would be inappropriate to deem any party to be the drafter of this AGREEMENT; and, therefore, no presumption for or against validity or as to any interpretation hereof, based upon the identity of the drafter, shall be applicable in interpreting or enforcing this AGREEMENT. 18. ASSISTANCE OF COUNSEL. Each party to this AGREEMENT warrants to each other party as follows: (a) That each party either had the assistance of counsel or had counsel available to it, in the negotiation for, and execution of, this AGREEMENT, and all related documents; and, (b) That each party has lawfully authorized the execution of this AGREEMENT. 19. MODIFICATION. This AGREEMENT shall not be modified, except by written AGREEMENT of the parties. 20. GOVERNING LAW. This AGREEMENT shall be interpreted and construed according to the laws of the State of California. 21. NOTICE. Whenever it shall be necessary for either party to serve notice on the other regarding this AGREEMENT, such notice may be furnished in writing by either party to the other, and shall be served by personal service, as required in judicial proceedings or by certified mail, postage prepaid, return receipt requested, addressed to the parties as follows: CITY: City of Rosemead 8838 East Valley Boulevard Rosemead CA 91770 Tel: Email: SELLER: City of Rosemead Tel: _ Email: Notice will be deemed effective on the date personally delivered or transmitted by facsimile. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities. 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. 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. 22. EFFECTIVE DATE AND EXECUTION. This AGREEMENT shall be effective from and after the date set forth in the first paragraph of this AGREEMENT. This AGREEMENT may be executed in counterparts. 23. FORCE MAJEURE. Neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party. Such acts include, but are not limited to, acts of God, fire, flood, earthquake, or other natural disaster, nuclear accident, explosion, war, terrorist attack, embargo, strike, lockout, riot, freight embargo, publicly regulated utility, or government statutes or regulations superimposed after the fact. Notwithstanding the foregoing, this provision shall only have effect if written notice of the force majeure event is given by the party claiming such excuse for delay within ten days of the commencement of such event. 24. ELECTRONIC TRANSMISSION OF CONTRACT AND SIGNATURE. The Parties agree that this AGREEMENT may be signed and transmitted by electronic mail by either/any or both/all Parties, and that such signatures shall have the same force and effect as original signatures, in accordance with California Government Code section 16.5 and Civil Code section 1633.7. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed on its effective date by their respective officers duly authorized to bind the parties on their behalf. [signatures on the following page] City of Rosemead CITY OF ROSEMEAD SELLER [INSERT COMPANY NAME] Ben Kim, City Manager Date ATTEST: Ericka Hernandez, City Clerk Date APPROVED AS TO FORM: Rachel Richman Date City Attorney Tax PayerlD: Print Name: Title: (President, VP) Signature Print Name: Title: (Treasurer, Secretary) City of Rosemead Attachment B — Scope of Work Purchase & Delivery of Swimming Pool Chemicals Delivery Locations Splash Zone: 3233 Kelburn Ave. Rosemead, CA 91770 Rosemead Aquatic Center: 9155 E, Mission Dr. Rosemead, CA 91770 Splash Zone: 3233 Kelburn Ave. Rosemead, CA 91770 Slides — 4,200 Gallons Wet play - 4,000 Gallons Instructional Pool — 37,356 Gallons January- May- Monthly June- September- Weekly October- December- Monthly Chloring Tank - 770 Gallons Muriatic Acid Tank - 330 Gallons Quantity Description Container/Weight UOM Unit Cost Bid Total 2,300 Chlorine Bulk al Liquid 400 Muriatic Acid Bulk (gal) Liquid 35 Sodium Bicarbonate 50 Ib. bags Dry 7 Calcium 50 Ib. bas Dry Flake 5 Sodium Carbinate 50 Ib. bags Dry Flake City of Rosemead Rosemead Aquatic Center Competition Pool — 612,066 January- May- Bi -weekly June- September- Weekly October- December- Bi -weekly Chloring Tank - 1,000 Gallons Muriatic Acid Tank- 600 Gallons Quantity Description Container/Weight UOM Unit Cost Bid Total 15,500 Chlorine Bulk al Liquid 2,700 Muriatic Acid Bulk (gal) Liquid 45 Sodium Bicarbonate 50 Ib. bags Dry 20 Calcium 50 Ib. bas Dry Flake 20 Sodium Carbinate 50 Ib. bags Dry Flake 19