CC - Item 5D – Purchase & Delivery Of Swimming Pool Chemicals – Award of ContractROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR
;�y
Y COUNCIL
FROM: BEN KIM, CITY MANAGER
DATE: JUNE 27, 2024
SUBJECT: PURCHASE & DELIVERY OF SWIMMING POOL CHEMICALS —
AWARD OF CONTRACT
SUMMARY
The City would like to enter into a contract with Knorr Systems Int'l. for the purchase and
delivery of swimming pool chemicals for 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 Knorr Systems, Int'l. and authorize
the City Manager to execute the contract on behalf of the City.
BACKGROUND
On February 15, 2024, 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 one year.
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 March 14, 2024. A total of three proposals were received for this contract:
Knorr Systems Int'l, Northstar Chemicals, and Waterline Technologies. The pricing breakdown
is provided as a reference below:
Rosemead Aquatic Center and Splash Zone Chemical Pricina
AGENDA ITEM 5.1)
Knorr Systems Int'l
Northstar Chemicals Waterline Technologies
Chlorine
$3.25
per gallon
$2.99 per gallon $2.88
per gallon
Acid Cost
$3.25
per gallon
$3.00 per gallon $4.83
per gallon
Sodium Bicarbonate
$47.86 per
50 lb. b
- $30.00 per
50 lb. ba
Calcium Chloride
$35.00 per
50 Ib. ba
- $24.00 per
50 lb. ba
Sodium Carbonate
$40.72 per
50 lb. ba
- $28.00 per
50 lb. ba
AGENDA ITEM 5.1)
City Council Meeting
June 27, 2024
Nee 2 of 2
Delivery Fee
$0.05 per gallon
Included in Cost
Mil Tax
$0.05 per gallon
2.175% Fee per gallon
Applicable Sales Tax
9.5%
9.5% 9.5%
Staff completed the review of the proposals and are recommending that the City Council award a
contract to Knorr Systems Int'l. for a one-year term beginning July 1, 2024, through June 30,
2025. Knorr Systems Int'1. was founded in 1977 and has been serving the pool industry ever
since, from commercial pool owners to resort properties, public works, and collegiate aquatic
facilities. Knorr Systems Int'l. provides technical expertise to the engineering and contracting
community as well as supporting pool owners with a team of experienced Sales Specialists and a
highly trained service division. Knorr provides a myriad of pool products and services, including
chemicals, throughout the State of California and Nevada.
Safety practices are implemented at the Rosemead Park Aquatic Center and Splash Zone in order
to minimize and eliminate dangers associated with the storage of hazardous materials. The
contractor is required to meet or exceed the required environmental standards set by local and
state agencies.
STAFF RECOMMENDATION
Staff recommends that the City Council approve the proposed contract with Knorr Systems Int'l.
from July 1, 2024, to June 30, 2025, and authorize the City Manager to execute the contract on
behalf of the City.
FISCAL IMPACT
The fiscal impact for services from July 1, 2024, to June 30, 2025, is not to exceed $52,000. The
amount of $52,000 is allocated for the purchase of chemicals in 101-4015-5340.
STRATEGIC PLAN IMPACT — None
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification.
Prepared By:
Tom Boecking
Director of Parks d Recreation
Attachment A: Purchase and Delivery of Swimming Pool Chemicals — Knorr Systems Int'1
Agreement
Attachment B: Knorr Systems Int'l Proposal
Attachment C: Purchase and Delivery of Swimming Pool Chemical Request for Proposal
Attachment A
Agreement with Knorr Systems
CITY OF ROSEMEAD
AGREEMENT FOR SERVICES
POOL CHEMICALS
KNORR SYSTEMS INT'L
1. PARTIES AND DATE.
This Agreement is made and entered into this this 1st Day of July, 2024 (Effective
Date) by and between the City of Rosemead, a municipal organization organized under
the laws of the State of California with its principal place of business at 8838 E. Valley
Blvd., Rosemead, California 91770 ("City") and Knorr Systems Int'I, a Corporation with
its principal place of business at 2221 South Standard Ave, Santa Ana, CA 92707
("Contractor"). City and Contractor are sometimes individually referred to herein as
"Party" and collectively as "Parties."
2. RECITALS.
2.1 Contractor.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Pool Chemical
services to public clients, that it and its employees or subcontractors have all necessary
licenses and permits to perform the Services in the State of California and is familiar with
the plans of City.
2.2 Project.
City desires to engage Contractor to render such ongoing professional Pool
Chemicals ("Services") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
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3.1.1 General Scope of Services: Contractor promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional Pool
Chemicals services necessary for the Project, herein referred to a "Services". The
Services are more particularly described in Exhibit A attached hereto and incorporated
herein by reference. All Services shall be subject to, and performed in accordance with,
this Agreement, the exhibits attached hereto and incorporated herein by reference, and
all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from July 1, 2024 to June
30, 2025. A one-year extension can be offered at the sole and absolute discretion of the
City, unless earlier terminated as provided herein. Contractor shall complete the Services
within the term of this Agreement and shall meet any other established schedules and
deadlines.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Contractor or under its supervision. Contractor will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Contractor on an independent contractor
basis and not as an employee. Contractor retains the right to perform similar or different
services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Contractor shall also not be
employees of City and shall at all times be under Contractor's exclusive direction and
control. Contractor shall pay all wages, salaries, and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required
by law. Contractor shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Schedule of Services: Contractor shall perform the Services
expeditiously, within the term of this Agreement. Contractor represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Contractor's conformance with the Schedule,
City shall respond to Contractor's submittals in a timely manner. Upon request of City,
Contractor shall provide a more detailed schedule of anticipated performance to meet the
Schedule of Services.
3.2.3 Conformance to Applicable Requirements: All work prepared by
Contractor shall be subject to the approval of City.
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3.2.4 City's Representative: The City hereby designates the City Manager,
or his or her designee, to act as its representative for the performance of this Agreement
("City's Representative"). City's Representative shall have the power to act on behalf of
the City for all purposes under this Contract. Contractor shall not accept direction or
orders from any person other than the City's Representative or his or her designee.
3.2.5 Contractor's Representative: Contractor hereby designates Chris
Burns, or his/her designee, to act as its representative for the performance of this
Agreement ("Contractor's Representative"). Contractor's Representative shall have full
authority to represent and act on behalf of the Contractor for all purposes under this
Agreement. The Contractor's Representative shall supervise and direct the Services,
using his/her professional skill and attention, and shall be responsible for all means,
methods, techniques, sequences and procedures and for the satisfactory coordination of
all portions of the Services under this Agreement.
3.2.6 Coordination of Services: Contractor agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
3.2.7 Standard of Care; Performance of Employees: Contractor shall
perform all Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Contractor represents and maintains that it is skilled
in the professional calling necessary to perform the Services. Contractor represents that
all employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Contractor represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City business License, and
that such licenses and approvals shall be maintained throughout the term of this
Agreement. As provided for in the indemnification provisions of this Agreement,
Contractor shall perform, at its own cost and expense and without reimbursement from
the City, any services necessary to correct errors or omissions which are caused by the
Contractor's failure to comply with the standard of care provided for herein.
3.2.8 Laws and Regulations: Contractor shall keep itself fully informed of
and in compliance with applicable local state and federal laws, rules and regulations in
any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be
liable for all violations of such laws and regulations in connection with Services. If the
Contractor performs any work knowing it to be contrary to such laws, rules and regulations
and without giving written notice to the City, Contractor shall be solely responsible for all
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costs arising therefrom. Contractor shall indemnify and hold City, its officials, directors,
officers, employees and agents free and harmless, pursuant to the indemnification
provisions of this Agreement, from any liability to the extent found to be arising out of any
failure to comply with such laws, rules or regulations.
3.2.9 Insurance: Contractor shall maintain prior to the beginning of and for
the duration of this Agreement insurance coverage as specified in Exhibit B attached to
and part of this agreement.
32.10 Safety: Contractor shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Contractor
shall at all times be in compliance with all applicable local, state and federal laws, rules
and regulations, and shall exercise all necessary precautions for the safety of its
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation: Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement and shall not
exceed fifty two thousand dollars, $52,000, and in accordance with consultant's proposal
dated March 13, 2024. Consultant's proposal is hereby incorporated and found in Exhibit
"A". Extra Work may be authorized in writing, as described below, and will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Contractor. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods,
as appropriate, through the date of the statement. City shall, within 45 days of receiving
such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses: Contractor shall not be reimbursed for
any expenses unless authorized in writing by City.
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3.3.4 Extra Work: At anytime during the term of this Agreement, City may
request that Contractor perform Extra Work. As used herein, "Extra Work" means any
work which is determined by City to be necessary for the proper completion of the Project,
but which the parties did not reasonably anticipate would be necessary at the execution
of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work
without written authorization from City's Representative.
3.3.5 Prevailing Wages: Contractor is aware of the requirements of
California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code
of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require
the payment of prevailing wage rates and the performance of other requirements on
"public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and
if the total compensation is $1,000 or more, Contractor agrees to fully comply with such
Prevailing Wage Laws to the extent they are applicable to Contractor. City shall provide
Contractor with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Contractor shall make copies of the prevailing rates
of per diem wages for each craft; classification or type of worker needed to execute the
Services available to interested parties upon request and shall post copies at the
Contractor's principal place of business and at the project site. Contractor shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free and
harmless from any claim or liability arising out of any failure or alleged failure to comply
with the Prevailing Wage Laws.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection: Contractor shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement.
All such records shall be clearly identifiable. Contractor shall allow a representative of
City during normal business hours to examine, audit, and make transcripts or copies of
such records and any other documents created pursuant to this Agreement. Contractor
shall allow inspection of all work, data, documents, proceedings, and activities related to
the Agreement for a period of three (3) years from the date of final payment under this
Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Contractor, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Contractor of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such termination.
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Upon termination, Contractor shall be compensated only for those services which have
been adequately rendered to City, and Contractor shall be entitled to no further
compensation. Contractor may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Contractor to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Contractor in
connection with the performance of Services under this Agreement. Contractor shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and
in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
Knorr Systems Int'I
2221 South Standard Ave
Santa Ana, CA 92707
Attn: Chris Burns
Tel: 714-754-4044
CITY:
City of Rosemead
8838 Valley Boulevard
Rosemead, CA 91770
Attn: Tom Boecking, Director of Parks and Recreation
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed adequate
notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.4 Attorney's Fees. If either party commences an action against the
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other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover
from the losing panty reasonable attorney's fees and all other costs of such action.
3.5.5 Indemnification. Contractor shall defend, indemnify and hold the
City, its officials, officers, employees, volunteers and agents free and harmless from any
and all claims, demands, causes of action, costs, expenses, liability, loss, damage or
injury, in law or equity, to property or persons, including wrongful death, in any manner
arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor,
its officials, officers, employees, agents, consultants and contractors arising out of or in
connection with the performance of the Services, the Project or this Agreement, including
without limitation the payment of all consequential damages and attorneys fees and other
related costs and expenses. Contractor shall defend, at Contractor's own cost, expense
and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind
that may be brought or instituted against City, its directors, officials, officers, employees,
agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree
that may be rendered against City or its directors, officials, officers, employees, agents or
volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse
City and its directors, officials, officers, employees, agents and/or volunteers, for any and
all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by the City, its directors, officials officers,
employees, agents or volunteers.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.9 City's Right to Employ Other Contractors. City reserves right to
employ other contractors in connection with this Project.
3.5. 10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.11 Assignment or Transfer. Contractor shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
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reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for or
against any Party. Any term referencing time, days or period for performance shall be
deemed calendar days and not work days. All references to Contractor include all
personnel, employees, agents, and subcontractors of Contractor, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement. The
captions of the various articles and paragraphs are for convenience and ease of reference
only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.13 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the other
Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Contractor maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Contractor, to solicit or secure this Agreement. Further, Contractor
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Contractor, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Contractor represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
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handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited
to, all activities related to initial employment, upgrading, demotion, transfer, recruitment
or recruitment advertising, layoff or termination. Contractor shall also comply with all
relevant provisions of City's Minority Business Enterprise program, Affirmative Action
Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Contractor certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Contractor has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterparts, each
of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Contractor shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein, without
prior written approval of City. Subcontracts, if any, shall contain a provision making them
subject to all provisions stipulated in this Agreement.
[Signatures on next Page]
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CITY OF ROSEMEAD
Ben Kim, City Manager Date
Attest:
Ericka Hernandez, City Clerk
Approved as to Form:
Rachel Richman
City Attorney
Date
Date
Knorr System's Int'I
Name: Cindy Faust
Title: Director of Operations
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary, AND CORPORATE SEAL
OF CONTRACTOR REQUIRED]
la
Name:
Title:
Knorr Systems Int'I
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EXHIBIT A
SCOPE OF SERVICES/ RATE SCHEDULE
Delivery Locations
1. Splash Zone: 3233 Kelburn Ave. Rosemead, CA 91770
2. Rosemead Aquatic Center: 9155 E, Mission Dr. Rosemead, CA 91770
The City requests that proposals contain the following per location:
Splash Zone Details:
The Contractor shall deliver liquid chemicals to Splash Zone as listed in the description below.
• Chemicals will be delivered once per month, from October to May, eight times
per calendar year. Day of the week to be selected between the Contractor and
the City.
• Chemicals will be delivered once a week, from June to May. Day of the week to
be selected between the Contractor and the City.
Water Capacity
Slides —4,200 Gallons
Wet play - 4,000
Gallons
Instructional Pool — 37,356 Gallons
Chemical Capacity
Chlorine Tank - 770 Gallons
Muriatic Acid Tank - 330 Gallons
Delivery Schedule
June- September:
Weekly October- May:
Monthly
The Contractor will provide pricing based on the quantities of chemicals listed below per gallon
or bag.
Quantity Description
2,300
Chlorine
400
Muriatic Acid
35
Sodium Bicarbonate
7
Calcium
5
Sodium Carbonate
Container/Weight
Bulk (gal)
Bulk (gal)
50 Ib. bags
50 Ib. bags
50 Ib. bags
Unit of Measure
Liquid
Liquid
Dry
Dry Flake
Dry Flake
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Rosemead Aquatic Center Details:
The Contractor shall deliver liquid chemicals to the Rosemead Aquatic Center as listed in
the description below.
1. Chemicals will be delivered once every two weeks, from October to May. Day of the week
to be selected between the Contractor and the City.
2. Chemicals will be delivered once per week, from June to September. Day of the week to
be selected between the Contractor and the City.
Water Capacity
Competition Pool — 612,066 gallons
Chemical Capacity
Chloring Tank - 1,000 Gallons
Muriatic Acid Tank - 600 Gallons
Delivery Schedule
June- September: Weekly
October- May: Every Two
The Contractor will provide pricing based on the quantities of chemicals listed
below per gallon or bag.
Quantity Description
15,500
Chlorine
2,700
Muriatic Acid
45
Sodium Bicarbonate
20
Calcium
20
Sodium Carbonate
Container/Weight
Bulk (gal)
Bulk (gal)
50 lb. bags
50 lb. bags
50 lb. bags
Unit Of Measure
Liquid
Liquid
Dry
Dry Flake
Dry Flake
CITY OF ROSEMEAD
AGREEMENT FOR SERVICES
POOL CHEMICALS
KNORR SYSTEMS INT'L
1. PARTIES AND DATE.
This Agreement is made and entered into this this 1st Day of July, 2024 (Effective
Date) by and between the City of Rosemead, a municipal organization organized under
the laws of the State of California with its principal place of business at 8838 E. Valley
Blvd., Rosemead, California 91770 ("City") and Knorr Systems Int'I, a Corporation with
its principal place of business at 2221 South Standard Ave, Santa Ana, CA 92707
("Contractor"). City and Contractor are sometimes individually referred to herein as
"Party" and collectively as "Parties."
2. RECITALS.
2.1 Contractor.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Pool Chemical
services to public clients, that it and its employees or subcontractors have all necessary
licenses and permits to perform the Services in the State of California and is familiar with
the plans of City.
2.2 Project.
City desires to engage Contractor to render such ongoing professional Pool
Chemicals ("Services") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
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3.1.1 General Scope of Services: Contractor promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional Pool
Chemicals services necessary for the Project, herein referred to a "Services". The
Services are more particularly described in Exhibit A attached hereto and incorporated
herein by reference. All Services shall be subject to, and performed in accordance with,
this Agreement, the exhibits attached hereto and incorporated herein by reference, and
all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from July 1, 2024 to June
30, 2025. A one-year extension can be offered at the sole and absolute discretion of the
City, unless earlier terminated as provided herein. Contractor shall complete the Services
within the term of this Agreement and shall meet any other established schedules and
deadlines.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Contractor or under its supervision. Contractor will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Contractor on an independent contractor
basis and not as an employee. Contractor retains the right to perform similar or different
services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Contractor shall also not be
employees of City and shall at all times be under Contractor's exclusive direction and
control. Contractor shall pay all wages, salaries, and other amounts due such personnel
in connection with their performance of Services under this Agreement and as required
by law. Contractor shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax
withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Schedule of Services: Contractor shall perform the Services
expeditiously, within the term of this Agreement. Contractor represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Contractor's conformance with the Schedule,
City shall respond to Contractor's submittals in a timely manner. Upon request of City,
Contractor shall provide a more detailed schedule of anticipated performance to meet the
Schedule of Services.
3.2.3 Conformance to Applicable Requirements: All work prepared by
Contractor shall be subject to the approval of City.
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3.2.4 City's Representative: The City hereby designates the City Manager,
or his or her designee, to act as its representative for the performance of this Agreement
("City's Representative"). City's Representative shall have the power to act on behalf of
the City for all purposes under this Contract. Contractor shall not accept direction or
orders from any person other than the City's Representative or his or her designee.
3.2.5 Contractor's Representative: Contractor hereby designates Chris
Burns, or his/her designee, to act as its representative for the performance of this
Agreement ("Contractor's Representative"). Contractor's Representative shall have full
authority to represent and act on behalf of the Contractor for all purposes under this
Agreement. The Contractor's Representative shall supervise and direct the Services,
using his/her professional skill and attention, and shall be responsible for all means,
methods, techniques, sequences and procedures and for the satisfactory coordination of
all portions of the Services under this Agreement.
3.2.6 Coordination of Services: Contractor agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
3.2.7 Standard of Care; Performance of Employees: Contractor shall
perform all Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Contractor represents and maintains that it is skilled
in the professional calling necessary to perform the Services. Contractor represents that
all employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Contractor represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City business License, and
that such licenses and approvals shall be maintained throughout the term of this
Agreement. As provided for in the indemnification provisions of this Agreement,
Contractor shall perform, at its own cost and expense and without reimbursement from
the City, any services necessary to correct errors or omissions which are caused by the
Contractor's failure to comply with the standard of care provided for herein.
3.2.8 Laws and Regulations: Contractor shall keep itself fully informed of
and in compliance with applicable local state and federal laws, rules and regulations in
any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be
liable for all violations of such laws and regulations in connection with Services. If the
Contractor performs any work knowing it to be contrary to such laws, rules and regulations
and without giving written notice to the City, Contractor shall be solely responsible for all
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costs arising therefrom. Contractor shall indemnify and hold City, its officials, directors,
officers, employees and agents free and harmless, pursuant to the indemnification
provisions of this Agreement, from any liability to the extent found to be arising out of any
failure to comply with such laws, rules or regulations.
3.2.9 Insurance: Contractor shall maintain prior to the beginning of and for
the duration of this Agreement insurance coverage as specified in Exhibit B attached to
and part of this agreement.
3.2.10 Safety: Contractor shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Contractor
shall at all times be in compliance with all applicable local, state and federal laws, rules
and regulations, and shall exercise all necessary precautions for the safety of its
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation: Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement and shall not
exceed fifty two thousand dollars, $52,000, and in accordance with consultant's proposal
dated March 13, 2024. Consultant's proposal is hereby incorporated and found in Exhibit
"A". Extra Work may be authorized in writing, as described below, and will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Contractor. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods,
as appropriate, through the date of the statement. City shall, within 45 days of receiving
such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses: Contractor shall not be reimbursed for
any expenses unless authorized in writing by City.
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3.3.4 Extra Work: At any time during the term of this Agreement, City may
request that Contractor perform Extra Work. As used herein, "Extra Work" means any
work which is determined by City to be necessary for the proper completion of the Project,
but which the parties did not reasonably anticipate would be necessary at the execution
of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work
without written authorization from City's Representative.
3.3.5 Prevailing Wages: Contractor is aware of the requirements of
California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code
of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require
the payment of prevailing wage rates and the performance of other requirements on
"public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and
if the total compensation is $1,000 or more, Contractor agrees to fully comply with such
Prevailing Wage Laws to the extent they are applicable to Contractor. City shall provide
Contractor with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Contractor shall make copies of the prevailing rates
of per diem wages for each craft; classification or type of worker needed to execute the
Services available to interested parties upon request and shall post copies at the
Contractor's principal place of business and at the project site. Contractor shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free and
harmless from any claim or liability arising out of any failure or alleged failure to comply
with the Prevailing Wage Laws.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection: Contractor shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement.
All such records shall be clearly identifiable. Contractor shall allow a representative of
City during normal business hours to examine, audit, and make transcripts or copies of
such records and any other documents created pursuant to this Agreement. Contractor
shall allow inspection of all work, data, documents, proceedings, and activities related to
the Agreement for a period of three (3) years from the date of final payment under this
Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Contractor, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Contractor of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such termination.
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Upon termination, Contractor shall be compensated only for those services which have
been adequately rendered to City, and Contractor shall be entitled to no further
compensation. Contractor may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Contractor to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Contractor in
connection with the performance of Services under this Agreement. Contractor shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and
in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
CITY:
Knorr Systems Int'I
2221 South Standard Ave
Santa Ana, CA 92707
Attn: Chris Burns
Tel: 714-754-4044
City of Rosemead
8838 Valley Boulevard
Rosemead, CA 91770
Attn: Tom Boecking, Director of Parks and Recreation
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed adequate
notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.4 Attorney's Fees. If either party commences an action against the
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other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover
from the losing party reasonable attorney's fees and all other costs of such action.
3.5.5 Indemnification. Contractor shall defend, indemnify and hold the
City, its officials, officers, employees, volunteers and agents free and harmless from any
and all claims, demands, causes of action, costs, expenses, liability, loss, damage or
injury, in law or equity, to property or persons, including wrongful death, in any manner
arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor,
its officials, officers, employees, agents, consultants and contractors arising out of or in
connection with the performance of the Services, the Project or this Agreement, including
without limitation the payment of all consequential damages and attorneys fees and other
related costs and expenses. Contractor shall defend, at Contractor's own cost, expense
and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind
that may be brought or instituted against City, its directors, officials, officers, employees,
agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree
that may be rendered against City or its directors, officials, officers, employees, agents or
volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse
City and its directors, officials, officers, employees, agents and/or volunteers, for any and
all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by the City, its directors, officials officers,
employees, agents or volunteers.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.9 City's Right to Employ Other Contractors. City reserves right to
employ other contractors in connection with this Project.
3.5. 10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.11 Assignment or Transfer. Contractor shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
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reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for or
against any Party. Any term referencing time, days or period for performance shall be
deemed calendar days and not work days. All references to Contractor include all
personnel, employees, agents, and subcontractors of Contractor, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement. The
captions of the various articles and paragraphs are for convenience and ease of reference
only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.13 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the other
Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Contractor maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Contractor, to solicit or secure this Agreement. Further, Contractor
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Contractor, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Contractor represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
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handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited
to, all activities related to initial employment, upgrading, demotion, transfer, recruitment
or recruitment advertising, layoff or termination. Contractor shall also comply with all
relevant provisions of City's Minority Business Enterprise program, Affirmative Action
Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Contractor certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Contractor has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement.
Each Party warrants that the individuals who have signed this Agreement have the legal
power, right, and authority to make this Agreement and bind each respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterparts, each
of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Contractor shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein, without
prior written approval of City. Subcontracts, if any, shall contain a provision making them
subject to all provisions stipulated in this Agreement.
[Signatures on next Page]
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CITY OF ROSEMEAD
Ben Kim, City Manager Date
Attest:
Ericka Hernandez, City Clerk Date
Approved as to Form:
Knorr System's Int'I
By
Name: Cindy Faust
Title: Director of Operations
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary, AND CORPORATE SEAL
OF CONTRACTOR REQUIRED]
0
Name:
Rachel Richman Date
City Attorney Title:
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EXHIBIT A
SCOPE OF SERVICES/ RATE SCHEDULE
Delivery Locations
1. Splash Zone: 3233 Kelburn Ave. Rosemead, CA 91770
2. Rosemead Aquatic Center: 9155 E, Mission Dr. Rosemead, CA 91770
The City requests that proposals contain the following per location:
Splash Zone Details:
The Contractor shall deliver liquid chemicals to Splash Zone as listed in the description below.
• Chemicals will be delivered once per month, from October to May, eight times
per calendar year. Day of the week to be selected between the Contractor and
the City.
• Chemicals will be delivered once a week, from June to May. Day of the week to
be selected between the Contractor and the City.
Water Capacity
Slides -4,200 Gallons
Wet play - 4,000
Gallons
Instructional Pool — 37,356 Gallons
Chemical Capacity
Chlorine Tank - 770 Gallons
Muriatic Acid Tank - 330 Gallons
Delivery Schedule
June- September:
Weekly October- May:
Monthly
The Contractor will provide pricing based on the quantities of chemicals listed below per gallon
or bag.
Quantity Description
2,300
Chlorine
400
Muriatic Acid
35
Sodium Bicarbonate
7
Calcium
5
Sodium Carbonate
Container/Weight
Bulk (gal)
Bulk (gal)
50 Ib. bags
50 Ib. bags
50 Ib. bags
Unit of Measure
Liquid
Liquid
Dry
Dry Flake
Dry Flake
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Rosemead Aquatic Center Details:
The Contractor shall deliver liquid chemicals to the Rosemead Aquatic Center as listed in
the description below.
1. Chemicals will be delivered once every two weeks, from October to May. Day of the week
to be selected between the Contractor and the City.
2. Chemicals will be delivered once per week, from June to September. Day of the week to
be selected between the Contractor and the City.
Water Capacity
Competition Pool — 612,066 gallons
Chemical Capacity
Chloring Tank - 1,000 Gallons
Muriatic Acid Tank - 600 Gallons
Delivery Schedule
June -September: Weekly
October- May: Every Two
The Contractor will provide pricing based on the quantities of chemicals listed
below per gallon or bag.
Quantity
15,500
2,700
45
20
20
Description
Chlorine
Muriatic Acid
Sodium Bicarbonate
Calcium
Sodium Carbonate
Container/Weight
Bulk (gal)
Bulk (gai)
50 Ib. bags
50 lb. bags
50 Ib. bags
Unit Of Measure
Liquid
Liquid
Dry
Dry Flake
Dry Flake
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EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will
maintain insurance in conformance with the requirements set forth below. Consultant will
use existing coverage to comply with these requirements. If that existing coverage does
not meet the requirements set forth here, Consultant agrees to amend, supplement or
endorse the existing coverage to do so. Consultant acknowledges that the insurance
coverage and policy limits set forth in this section constitute the minimum amount of
coverage required. Any insurance proceeds available to City in excess of the limits and
coverage required in this agreement and which is applicable to a given loss, will be
available to City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance. Consultant 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.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event
to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement
may be satisfied by a non -owned auto endorsement to the general liability policy
described above. If Consultant or Consultant's employees will use personal autos in any
way on this project, Consultant shall provide evidence of personal auto liability coverage
for each such person.
Workers Compensation on a state -approved policy form providing statutory
benefits as required by law with employer's liability limits no less than $1,000,000 per
accident or disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements, shall provide coverage at least as broad as specified for the underlying
coverages. Any such coverage provided under an umbrella liability policy shall include a
drop down provision providing primary coverage above a maximum $25,000 self-insured
retention for liability not covered by primary but covered by the umbrella. Coverage shall
be provided on a "pay on behalf basis, with defense costs payable in addition to policy
limits. Policy shall contain a provision obligating insurer at the time insured's liability is
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determined, not requiring actual payment by the insured first. There shall be no cross -
liability exclusion precluding coverage for claims or suits by one insured against another.
Coverage shall be applicable to City for injury to employees of Consultant, subconsultants
or others involved in the Work. The scope of coverage provided is subject to approval of
City following receipt of proof of insurance as required herein. Limits are subject to review
but in no event less than $1 Million per occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be
written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the consultant and "Covered Professional Services" as designated in the
policy must include work performed under this agreement. The policy limit shall be no
less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of
the insured and must include a provision establishing the insurer's duty to defend the
Named Insured. The policy retroactive date shall be on or before the effective date of this
agreement.
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 policyholders' Rating of A- (orhigher) and Financial Size Category Class
VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless
otherwise approved by the Agency's Risk Manager.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
Consultant agrees to have its insurer endorse the third -party general liability
coverage required herein to include as additional insureds City, its officials,
employees and agents, using standard ISO endorsement No. CG 2010 (or
otherwise consistent with the insurer's endorsement). Consultant also
agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant's employees, or agents, from waiving the
right of subrogation prior to a loss. Consultant agrees to waive subrogation
rights against City regardless of the applicability of any insurance proceeds,
and to require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement
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relating to the City or its operations limits the application of such insurance
coverage.
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.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any
exclusion for bodily injury to an employee of the insured or of any contractor
or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Consultant shall
not make any reductions in scope of coverage (e.g. elimination of
contractual liability or reduction of discovery period) that may affect City's
protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an
additional insured endorsement to Consultant's general liability policy, shall
be delivered to City at or prior to the execution of this Agreement. In the
event such proof of any insurance is not delivered as required, or in the
event such insurance is canceled at any time and no replacement coverage
is provided, City has the right, but not the duty, to obtain any insurance it
deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to
and promptly paid by Consultant or deducted from sums due Consultant, at
City option.
Certificate(s) are to reflect that the insurer will provide 30 days notice to City
of any cancellation of coverage. A ten (10) day notice to City shall apply to
nonpayment of premiums. Consultant agrees to require its insurer to modify
such certificates to delete any exculpatory wording stating that failure of the
insurer to mail written notice of cancellation imposes no obligation, or that
any party will "endeavor" (as opposed to being required) to comply with the
requirements of the certificate.
9. It is acknowledged by the parties of this agreement that all insurance
coverage (except Professional Liability and Workers' Compensation)
required to be provided by Consultant or any subcontractor, is intended to
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apply first and on a primary, noncontributing basis in relation to any other
insurance or self-insurance available to City.
10. Consultant agrees to ensure that subcontractors, and any other party
involved with the project who is brought onto or involved in the project by
Consultant, provide the same minimum insurance coverage required of
Consultant. Consultant 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. Consultant agrees that
upon request, all agreements with subcontractors and others engaged in
the project will be submitted to City for review.
11. Consultant agrees not to self -insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further
agrees that it will not allow any contractor, subcontractor, Architect,
Engineer or other entity or person in any way involved in the performance
of work on the project contemplated by this agreement to self -insure its
obligations to City. If Consultant's existing coverage includes a deductible
or self-insured retention, the deductible or self-insured retention must be
declared to the City. At that time the City shall review options with the
Consultant, which may include reduction or elimination of the deductible or
self-insured retention, substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the
Consultant ninety (90) days advance written notice of such change. If such
change results in substantial additional cost to the Consultant, the City will
negotiate additional compensation proportional to the increased benefit to
City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking
any steps that can be deemed to be in furtherance of or towards
performance of this Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on
the part of City to inform Consultant of non-compliance with any insurance
requirement in no way imposes any additional obligations on City nor does
it waive any rights hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as City, or its
employees or agents face an exposure from operations of any type
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pursuant to this agreement. This obligation applies whether or not the
agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that
effect.
16. Consultant shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced
with other policies providing at least the same coverage. Proof that such
coverage has been ordered shall be submitted prior to expiration. A
coverage binder or letter from Consultant's insurance agent to this effect is
acceptable. A certificate of insurance and/or additional insured
endorsement as required in these specifications applicable to the renewing
or new coverage must be provided to City within five days of the expiration
of the coverages.
17. The provisions of any workers' compensation or similar act will not limit the
obligations of Consultant under this agreement. Consultant expressly
agrees not to use any statutory immunity defenses under such laws with
respect to City, its employees, officials and agents.
18. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other
requirements nor as a waiver of any coverage normally provided by any
given policy. 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 limiting or all inclusive.
19. These insurance requirements are intended to be separate and distinct from
any other provision in this agreement and are intended by the parties here
to be interpreted as such.
20. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Section.
21. Consultant agrees to be responsible for ensuring that no contract used by
any party involved in any way with the project reserves the right to charge
City or Consultant for the cost of additional insurance coverage required by
this agreement. Any such provisions are to be deleted with reference to City.
It is not the intent of City to reimburse any third party for the cost of
complying with these requirements. There shall be no recourse against City
for payment of premiums or other amounts with respect thereto.
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Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant arising out of the work performed under this agreement. City assumes no
obligation or liability by such notice but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
Knorr Systems Int'I
Page 19 of 19
EXHIBIT C
PROPOSAL OF SERVICES
Splash Zone
October to May - Delivery of chemicals once per month
June to September - Delivery of chemicals once per week
Chlorine
$3.25 / gallon
Acid cost
$3.25 / gallon
Sodium Bicarbonate
$47.86150 Ib bag
Calcium Chloride
$35.00 / 50 Ib bag
Sodium Carbonate (soda ash)
$40.72 / 50 Ib bag
Delivery Fee
$0.05 per gallon
Mil tax
$0.05 per gallon
Applicable Sales Tax
9.5%
Rosemead Aquatic Center
October to May - Delivery of chemicals once every two weeks
June to September - Delivery of chemicals once per week
Chlorine
$3.25 / gallon
Acid cost
$3.25 / gallon
Sodium Bicarbonate
$47.86 / 50 Ib bag
Calcium Chloride
$35.00 / 50 Ib bag
Sodium Carbonate (soda ash)
$40.72 / 50 Ib bag
Delivery Fee
$0.05 per gallon
Mil tax
$0.05 per gallon
Applicable Sales Tax
9.5%
Attachment B
Proposal from Knorr Systems
KS 1
Knorr Systems, Ind.
March 13, 2024
Mr. Thom Boecking
Parks & Recreation Director
CITY OF ROSEMEAD
8858 E. Valley Blvd.
Rosemead, CA 91770
Re. Request for Proposal — Purchase and Delivery of Swimming Pool Chemicals
Dear Mr. Boecking,
an Aquafinity
Company
Knorr Systems Int'I (KSI) was founded in 1977 and has been serving the pool industry ever since, from
commercial pool owners to resort properties, public works and collegiate aquatic facilities. We provide
technical expertise to the engineering and contracting community as well as supporting pool owners
with a team of experienced Sales Specialists and a highly trained Service division.
KSI provides a myriad of pool products and services including chemicals throughout the States of
California and Nevada.
KSI has no conflicts of interest, pending litigations, bankruptcy proceedings or financial events that
would impact or limit our ability to provide the requested services within this Proposal.
Attachment A and Exhibit A included in this Request for Proposal have been reviewed and both are
well within the performance abilities of KSI.
There are no existing financial, business or other relationships between the City of Rosemead and KSI
that would have an impact on this contract or it's outcome, nor do we have existing customers who may
have a financial interest in the outcome of this contract.
Should you have any questions, please do not hesitate to contact us
Sincerely,
L --�
Cindy Faust
Director of Operations
Knorr Systems Int'I
Southern California Northern California
2221 South Standard Avenue 2021 Las Positas Court, Suite 143
Santa Ana, CA 92707 Livermore,CA 94551
714.754.4044 925.273.0722
www.Aquafinity.com
KSI
Knorr Systems, Ind.
an Aquafinity
Company
City of Rosemead — Request for Proposal
Purchase and Delivery of Swimming Pool Chemicals
References
Santa Cruz City Schools Chris Baldwin, Maintenance Supervisor
133 Mission St., Ste. 100 831-429-3410
Santa Cruz, CA 95060 cbaldwin@sccs.net
Petaluma City Schools Kassandra Vaca, Secretary, Maintenance & Operations
526 Jefferson Street 707-778-4624
Petaluma, CA 94952 kvaca(cDpetk12.oro
Redondo Beach Unified School District Fred Naile, Director of Facilities
Redondo Beach High School 310-901-8947
1 Seahawk Way fnaile@rbusd.org
Redondo Beach CA 90277
City of South Gate
8650 California Avenue
South Gate CA 90280
Kevin Holmes, Facilities Maintenance Foreman
323-864-4220
kholmes@sogate.org
Southern California Northern California
2221 South Standard Avenue 2021 Las Positas Court, Suite 143
Santa Ana, CA 92707 Livermore,CA 94551
714.754.4044 925.273.0722
www.Aquafinity.com
KSI
Knorr Systems, Int'I.
City of Rosemead — Request for Proposal
Purchase and Delivery of Swimming Pool Chemicals
Cost Proposal
Splash Zone
October to May — Delivery of chemicals once per month
June to September — Delivery of chemicals once per week
Chlorine $3.25 / gallon
Acid cost $3.25 / gallon
Sodium Bicarbonate $47.86 / 50 Ib bag
Calcium Chloride $35.00 / 50 Ib bag
Sodium Carbonate (soda ash) $40.72 / 50 Ib bag
Delivery Fee
Mil tax
Applicable Sales Tax
Rosemead Aquatic Center
$0.05 per gallon
$0.05 per gallon
9.5%
October to May — Delivery of chemicals once every two weeks
June to September— Delivery of chemicals
once per week
Chlorine
$3.25 / gallon
Acid cost
$3.25 / gallon
Sodium Bicarbonate
$47.86 / 50 Ib bag
Calcium Chloride
$35.00 / 50 Ib bag
Sodium Carbonate (soda ash)
$40.72 / 50 Ib bag
Delivery Fee $0.05 per gallon
Mil tax $0.05 per gallon
Applicable Sales Tax 9.5%
an Aquafinity
Company
Southern California Northern California
2221 South Standard Avenue 2021 Las Positas Court, Suite 143
Santa Ana, CA 92707 Livermore,CA 94551
714.754.4044 925.273.0722
www,Aquafinity.com
Attachment C
Request for Proposal
City of Rosemead—Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
REQUEST FOR PROPOSAL NO. 2024-09
Purchase & Delivery of Swimming Pool Chemicals
SUBMITTALS:
Three (3) bound copies and one (1) electronic PDF file on a flash drive of the
proposal in sealed envelope(s) must be received by
the City of Rosemead's City Clerk's Office by
no later than March 14, 2024 at 10:00 am
or
Electronic proposal submittal through the City of Rosemead Vendor Portal hosted
by PlanetBids at: https://pbsystem.planetbids.com/porta1/54150/portal-home
Proposals submitted through PlanetBids Vendor Portal shall be submitted no
later than Thursday. March 14, 2024 at 10:00 a.m.
PROPOSALS RECEIVED AFTER THE TIME AND DATE STATED ABOVE SHALL NOT
BE CONSIDERED. FACSIMILE AND E-MAIL PROPOSAL WILL NOT BE ACCEPTED.
INQUIRIES: Direct questions for clarification on Request for Proposal
documents to Jacqueline Guerrero, Recreation Supervisor
(626) 569-2268 or i>;uerrero@citvofrosemead.org
MODIFICATIONS: Any modification of this Request for Proposal will be provided
to Contractors who request notification of any modifications.
ISSUANCE DATE: February 15, 2024
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
CONTENTS
A. Introduction............................................................................................................................... 3
B. Background................................................................................................................................3
C. Scope of Services....................................................................................................................... 3
D. Submittal Requirements.............................................................................................................4
E. Selection Process and Scheduled...............................................................................................5
F. Submittal Deadlines................................................................................................................... 5
G. Inquiries..................................................................................................................................... 6
ATTACHMENT A: Draft Professional Services Agreement
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 202409
A. INTRODUCTION
The City of Rosemead seeks to award a one-year contract for professional services agreement
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.
B. BACKGROUND
The City of Rosemead is a suburb located in the San Gabriel Valley, 10 miles east of downtown Los
Angeles. It is bounded on the north by the cities of Temple City and San Gabriel, on the west by
Monterey Park, Alhambra, and the unincorporated Los Angeles County community of South San
Gabriel, on the south by Montebello, plus by EI Monte and South EI Monte on the east. The City is
5.5 square miles (2,344 -acres) in size.
Rosemead is a working-class suburb with a diverse population base. According to the 2010 Census,
the City had a population of 53,764. The estimated makeup of the City was 4.7% White, 0.3%
African American, 60.3% Asian, 33% Hispanic/Latino (of any race), and 0.7% Non -Hispanic Other.
As a substantially built -out city, Rosemead only added 259 residents to its population during the
last decade (2000-2010).
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.
The Parks and Recreation Department serves under the direction of the Director of Parks and
Recreation, Tom Boecking. The Department combines the functions of managing citywide
recreational activities, all annual citywide events, sports, running an aquatic center, and
managing multiple community centers, as well as distributing the City's quarterly newsletter.
C. SCOPE OF SERVICES
Refer to Attachment A, Draft Professional Services Agreement in the request for proposal, Exhibit A
for Scope of Services.
D. SUBMITTAL REQUIREMENT
1. Introductory Letter
a. This letter should be on company letterhead and addressed to the City's Parks
and Recreation Director, Tom Boecking, and should summarize the major points
contained in the proposal and should be signed by a representative of the firm
with the authority to negotiate and bind the firm. Indicate in the letter whether
there are any conflicts of interest that would limit the firm's ability to provide the
requested services.
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
2. Background, Experience and Financial Stability
a. Each Proposer shall provide a summary statement outlining the firm's history
and experience, including experience within the last five years.
b. Each Proposer is to provide information and location of the firm's active
customers where they provide pool chemical services.
c. Each Proposer shall certify that it has the financial capacity to provide services
outlined in this RFP for a period of one year and there are no pending
litigations, bankruptcy proceedings or financial events against the organization
that may impact its financial capacity.
3. Proposed Materials and Services
Proposal should indicate the company's availability to provide the items listed in
Attachment A, Exhibit A and any other relevant materials and services for this proposal.
4. References
References will be contacted as part of the selection process. References should include
the contact's name, title, company/organization, address, e-mail and phone number.
Provide a minimum of four (4) references. The Proposer shall disclose any financial,
business, or other relationship with the City that may have an impact upon the outcome of
this contract and shall also list current clients who may have a financial interest in the
outcome of this contract.
S. Cost Proposal
Provide one copy of the cost proposal and make clear all extra fees. Cost proposal should
be listed by material, equipment, and services.
E. SELECTION PROCESS AND SCHEDULE
The proposal received will be evaluated and ranked according to the following criteria points:
Description
Percentage
Pricing
70%
Background, references, experience, and financial stability
309/6
Total
100%
If there are unresolved issues and negotiations are unsuccessful with the top ranked firm,
negotiations with that firm will be formally terminated and the City may attempt to negotiate an
agreement with the next highest ranked firm. Aside from announcing the top ranked proposals,
the rankings will be kept confidential. Award of the selected firm's contract may be subject to City
Council approval.
City of Rosemead —Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
F. SUBMITTAL DEADLINES
Below is the tentative RFP schedule, subject to change:
Description
Dates
RFP Issuance
February 15, 2024
Deadline for Submittal of Questions
February 28, 2024
Staff Responses to Questions
March 4, 2024
Deadline for Submittals of Proposal
March 14, 2024
Proposal Review and Selection
March 14— 28, 2024
Award of Contract (approx.)
April 9, 2024
Hardcopy or Electronic proposals will be accepted as follows:
• Hardcopy Proposal Submittals
The City must receive three (3) sets of proposals from interested firms no later than 10:00
a.m. on March 14, 2024. Please submit all proposals to:
Request for Proposal — Purchase and Delivery of Swimming Pool Chemicals
ATTN: Ericka Hernandez, City Clerk
City of Rosemead I City Clerk's Office
8858 E. Valley Blvd.
Rosemead, CA 91770
• Electronic Proposal Submittals:
Electronic proposal submittal through the City of Rosemead Vendor Portal hosted by
PlanetBids at: https://Pbsystem.planetbids.com/portal/54150/portal-home
Proposal submittal due date is March 14, 2024, at 10:00 a.m. Late proposals will not be
accepted.
Faxed, e-mailed or late proposals will not be accepted. Hand -carried proposals will be accepted
before the response due date and time at the address above during normal business hours of
7:00 a.m. through 6:00 p.m., Monday through Thursday. City of Rosemead City Hall is closed on
Fridays.
G. INQUIRIES
Questions about this Request for Proposal should be made by phone (626) 569-2268 or e-mailed
to i¢uerrero@cityofrosemead.ore. All questions must be submitted by 10:00 a.m. Thursday,
February 28, 2024. If appropriate, responses will be posted on the City website with this RFP by
close of business on Thursday, March 4, 2024.
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
ATTACHMENT A
(DRAFT)
PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN
CITY OF ROSEMEAD
AND
CONTRACTOR
This PROFESSIONAL SERVICE AGREEMENT (PSA) ("AGREEMENT"), is made and effective as of
[Insert date], between the ("AGENCY") [Insert agency name], a municipal corporation and [Insert
CONTRACTOR], [a sole proprietorship, partnership, limited liability partnership, corporation]
("CONTRACTOR"). In consideration of the mutual covenants and conditions set forth herein, the
parties agree as follows:
TERM
This AGREEMENT shall commence on [Insert date] and shall remain and continue in effect
until tasks described herein are completed, but in no event later than [Insert date] unless
sooner terminated pursuant to the provisions of this AGREEMENT.
II. SERVICES
CONTRACTOR shall perform the tasks described and set forth in EXHIBIT A, attached
hereto and incorporated herein as though set forth in full. CONTRACTOR shall complete
the tasks according to the schedule of performance which is also set forth in EXHIBIT A.
To the extent that EXHIBIT A is a proposal from CONTRACTOR, such proposal is
incorporated only for the description of the scope of services and no other terms and
conditions from any such proposal shall apply to this AGREEMENT unless specifically
agreed to in writing.
CONTRACTOR shall at all times faithfully, competently and to the best of his/her ability,
experience, and talent, perform all tasks described herein. CONTRACTOR shall employ, at
a minimum, generally accepted standards and practices utilized by persons engaged in
providing similar services as are required of CONTRACTOR hereunder in meeting its
obligations under this AGREEMENT.
City of Rosemead —Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
IV. AGENCY MANAGEMENT
Agency's [Insert title] shall represent AGENCY in all matters pertaining to the
administration of this AGREEMENT, review and approval of all products submitted by
CONTRACTOR, but not including the authority to enlarge the Tasks to Be Performed or
change the compensation due to CONTRACTOR. Agency's Manager shall be authorized to
act on AGENCY's behalf and to execute all necessary documents which enlarge the Tasks
to Be Performed or change CONTRACTOR's compensation, subject to Section 5 hereof.
V. PAYMENT
A. The AGENCY agrees to pay CONTRACTOR on a quarterly basis, in accordance with
the payment rates and terms and the schedule of payment as set forth in EXHIBIT
B, attached hereto and incorporated herein by this reference as though set forth
in full, based upon actual time spent on the above tasks. This amount shall not
exceed [Insert amount] dollars ($_.00) for the total term of the AGREEMENT unless
additional payment is approved as provided in this AGREEMENT.
B. CONTRACTOR shall not be compensated for any services rendered in connection
with its performance of this AGREEMENT which are in addition to those set forth
herein, unless such additional services are authorized in advance and in writing by
the Agency Manager. CONTRACTOR shall be compensated for any additional
services in the amounts and in the manner as agreed to by Agency Manager and
CONTRACTOR at the time AGENCY'S written authorization is given to CONTRACTOR
for the performance of said services. The Agency Manager may approve additional
work not to exceed ten percent (10%) of the amount of the AGREEMENT, but in
no event shall such sum exceed ten -thousand dollars ($10,000.00). Any additional
work in excess of this amount shall be approved by the Governing Board.
C. CONTRACTOR will submit invoices monthly for actual services performed. Invoices
shall be submitted on or about the first business day of each month, or as soon
thereafter as practical, for services provided in the previous month. Payment shall
be made within thirty (30) days of receipt of each invoice as to all non -disputed
fees. If the AGENCY disputes any of CONTRACTOR's fees it shall give written notice
to CONTRACTOR within thirty (30) days of receipt of an invoice of any disputed
fees set forth on the invoice. Any final payment under this AGREEMENT shall be
made within forty-five (45) days of receipt of an invoice therefore.
D. If the CONTRACTOR fails to provide any portion of the agreed upon list of
equipment and services provided in the Scope of Services, Attachment A, the
CONTRACTOR will reimburse the AGENCY based on the list of costs provided.
VI. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
A. The AGENCY may at any time, for any reason, with or without cause, suspend or
terminate this AGREEMENT, or any portion hereof, by serving upon the
CONTRACTOR at least ten (10) days prior written notice. Upon receipt of said
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 202409
notice, the CONTRACTOR shall immediately cease all work under this AGREEMENT,
unless the notice provides otherwise. If the AGENCY suspends or terminates a
portion of this AGREEMENT such suspension or termination shall not make void
or invalidate the remainder of this AGREEMENT.
B. In the event this AGREEMENT is terminated pursuant to this Section, the AGENCY
shall pay to CONTRACTOR the actual value of the work performed up to the time
of termination, provided that the work performed is of value to the AGENCY. Upon
termination of the AGREEMENT pursuant to this Section, the CONTRACTOR will
submit an invoice to the AGENCY pursuant to Section 5.
VII. DEFAULT OF CONTRACTOR
A. The CONTRACTOR's failure to comply with the provisions of this AGREEMENT shall
constitute a default. In the event that CONTRACTOR is in default for cause under
the terms of this AGREEMENT, AGENCY shall have no obligation or duty to
continue compensating CONTRACTOR for any work performed after the date of
default and can terminate this AGREEMENT immediately by written notice to the
CONTRACTOR. If such failure by the CONTRACTOR to make progress in the
performance of work hereunder arises out causes beyond the CONTRACTOR's
control, and without fault or negligence of the CONTRACTOR, it shall not be
considered a default.
B. If the Agency Manager or his/her designee determines that the CONTRACTOR is in
default in the performance of any of the terms or conditions of this AGREEMENT,
he/she shall cause to be served upon the CONTRACTOR a written notice of the
default. The CONTRACTOR shall have ten (10) days after service upon it of said
notice in which to cure the default by rendering a satisfactory performance. In the
event that the CONTRACTOR fails to cure its default within such period of time or
fails to present the AGENCY with a written plan for the cure of the default, the
AGENCY shall have the right, notwithstanding any other provision of this
AGREEMENT, to terminate this AGREEMENT without further notice and without
prejudice to any other remedy to which it may be entitled at law, in equity or
under this AGREEMENT.
VIII. OWNERSHIP OF DOCUMENTS
A. CONTRACTOR shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts, and other such information required by AGENCY that
relate to the performance of services under this AGREEMENT. CONTRACTOR shall
maintain adequate records of services provided in sufficient detail to permit an
evaluation of services. All such records shall be maintained in accordance with
generally accepted accounting principles and shall be clearly identified and readily
accessible. CONTRACTOR shall provide free access to the representatives of
AGENCY or its designees at reasonable times to such books and records; shall give
AGENCY the right to examine and audit said books and records; shall permit
AGENCY to make transcripts or copies therefrom as necessary; and shall allow
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
inspection of all work, data, documents, proceedings, and activities related to this
AGREEMENT. Such records, together with supporting documents, shall be
maintained for a period of three (3) years after receipt of final payment.
B. Upon completion of, or in the event of termination or suspension of this
AGREEMENT, all original documents, designs, drawings, maps, models, computer
files, surveys, notes, and other documents prepared in the course of providing the
services to be performed pursuant to this AGREEMENT shall become the sole
property of the AGENCY and may be used, reused, or otherwise disposed of by the
AGENCY without the permission of the CONTRACTOR. With respect to computer
files, CONTRACTOR shall make available to the AGENCY, at the CONTRACTOR's
office and upon reasonable written request by the AGENCY, the necessary
computer software and hardware for purposes of accessing, compiling,
transferring, copying and/or printing computer files. CONTRACTOR hereby grants
to AGENCY all right, title, and interest, including any copyright, in and to the
documents, designs, drawings, maps, models, computer files, surveys, notes, and
other documents prepared by CONTRACTOR in the course of providing the
services under this AGREEMENT.
IX. INDEMNIFICATION AND DEFENSE
A. Indemnity
To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold
harmless AGENCY and any and all of its officials, employees and agents
("Indemnified Parties') from and against any and all losses, liabilities, damages,
costs and expenses, including legal counsel's fees and costs, caused in whole or in
part by the negligent or wrongful act, error or omission of CONTRACTOR, its
officers, agents, employees or Subcontractors (or any agency or individual that
CONTRACTOR shall bear the legal liability thereof) in the performance of services
under this AGREEMENT. CONTRACTOR'S duty to indemnify and hold harmless
AGENCY shall not extend to the AGENCY's sole or active negligence.
B. Duty to defend
In the event the AGENCY, its officers, employees, agents and/or volunteers are
made a party to any action, lawsuit, or other adversarial proceeding arising from
the performance of the services encompassed by this AGREEMENT, and upon
demand by AGENCY, CONTRACTOR shall defend the AGENCY at CONTRACTOR's
cost or at AGENCY's option, to reimburse AGENCY for its costs of defense,
including reasonable attorney's fees and costs incurred in the defense of such
matters to the extent the matters arise from, relate to or are caused by
CONTRACTOR's negligent acts, errors or omissions. Payment by AGENCY is not a
condition precedent to enforcement of this indemnity. In the event of any dispute
between CONTRACTOR and AGENCY, as to whether liability arises from the sole or
active negligence of the AGENCY or its officers, employees, or agents,
CONTRACTOR will be obligated to pay for AGENCY's defense until such time as a
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
final judgment has been entered adjudicating the AGENCY as solely or actively
negligent. CONTRACTOR 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.
X. INSURANCE
CONTRACTOR shall maintain prior to the beginning of and for the duration of this
AGREEMENT insurance coverage as specified in EXHIBIT C attached to and part of this
AGREEMENT.
XI. INDEPENDENT CONTRACTOR
A. CONTRACTOR is and shall at all times remain as to the AGENCY a wholly
independent CONTRACTOR and/or independent contractor. The personnel
performing the services under this AGREEMENT on behalf of CONTRACTOR shall
at all times be under CONTRACTOR's exclusive direction and control. Neither
AGENCY nor any of its officers, employees, or agents shall have control over the
conduct of CONTRACTOR or any of CONTRACTOR's officers, employees, or agents,
except as set forth in this AGREEMENT. CONTRACTOR shall not at any time or in
any manner represent that it or any of its officers, employees, or agents are in any
manner officers, employees, or agents of the AGENCY. CONTRACTOR shall not
incur or have the power to incur any debt, obligation, or liability whatever against
AGENCY, or bind AGENCY in any manner.
B. No employee benefits shall be available to CONTRACTOR in connection with the
performance of this AGREEMENT. Except for the fees paid to CONTRACTOR as
provided in the AGREEMENT, AGENCY shall not pay salaries, wages, or other
compensation to CONTRACTOR for performing services hereunder for AGENCY.
AGENCY shall not be liable for compensation or indemnification to CONTRACTOR
for injury or sickness arising out of performing services hereunder.
XII. LEGAL RESPONSIBILITIES
The CONTRACTOR shall keep itself informed of State and Federal laws and regulations
which in any manner affect those employed by it or in any way affect the performance of
its service pursuant to this AGREEMENT. The CONTRACTOR shall at all times observe and
comply with all such laws and regulations. The AGENCY, and its officers and employees,
shall not be liable at law or in equity occasioned by failure of the CONTRACTOR to comply
with this Section.
XIII. UNDUE INFLUENCE
CONTRACTOR declares and warrants that no undue influence or pressure was used
against or in concert with any officer or employee of the AGENCY in connection with the
award, terms or implementation of this AGREEMENT, including any method of coercion,
confidential financial arrangement, or financial inducement. No officer or employee of
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 202409
the AGENCY has or will receive compensation, directly or indirectly, from CONTRACTOR,
or from any officer, employee or agent of CONTRACTOR, in connection with the award of
this AGREEMENT or any work to be conducted as a result of this AGREEMENT. Violation
of this Section shall be a material breach of this AGREEMENT entitling the AGENCY to any
and all remedies at law or in equity.
XIV. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of AGENCY, or their designees or agents, and no public
official who exercises authority over or responsibilities with respect to the Project during
his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any
agreement or sub -agreement, or the proceeds thereof, for work to be performed in
connection with the Project performed under this AGREEMENT.
XV. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
A. All information gained by CONTRACTOR in performance of this AGREEMENT shall
be considered confidential and shall not be released by CONTRACTOR without
AGENCY's prior written authorization. CONTRACTOR, its officers, employees,
agents, or subCONTRACTORs, shall not without written authorization from the
Agency Manager or unless requested by the Agency Attorney, voluntarily provide
declarations, letters of support, testimony at depositions, response to
interrogatories, or other information concerning the work performed under this
AGREEMENT or relating to any project or property located within the AGENCY.
Response to a subpoena or court order shall not be considered "voluntary"
provided CONTRACTOR gives AGENCY notice of such court order or subpoena.
B. CONTRACTOR shall promptly notify AGENCY should CONTRACTOR, its officers,
employees, agents, or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request
for admissions, or other discovery request ("Discovery"), court order, or subpoena
from any person or party regarding this AGREEMENT and the work performed
there under or with respect to any project or property located within the AGENCY,
unless the AGENCY is a party to any lawsuit, arbitration, or administrative
proceeding connected to such Discovery, or unless CONTRACTOR is prohibited by
law from informing the AGENCY of such Discovery. AGENCY retains the right, but
has no obligation, to represent CONTRACTOR and/or be present at any deposition,
hearing, or similar proceeding as allowed by law. Unless AGENCY is a party to the
lawsuit, arbitration, or administrative proceeding and is adverse to CONTRACTOR
in such proceeding, CONTRACTOR agrees to cooperate fully with AGENCY and to
provide the opportunity to review any response to discovery requests provided by
CONTRACTOR. However, AGENCY's right to review any such response does not
imply or mean the right by AGENCY to control, direct, or rewrite said response.
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
XVI. NOTICES
XVII.
Any notices which either party may desire to give to the other party under this
AGREEMENT must be in writing and may be given either by (i) personal service, (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal
Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the
United States Mail, certified mail, postage prepaid, return receipt requested, addressed
to the address of the party as set forth below or at any other address as that party may
later designate by notice:
To AGENCY: [Insert agency]
Attention: Agency Clerk
To CONTRACTOR:
The CONTRACTOR shall not assign the performance of this AGREEMENT, nor any part
thereof, nor any monies due hereunder, without prior written consent of the AGENCY.
Because of the personal nature of the services to be rendered pursuant to this
AGREEMENT, only CONTRACTOR shall perform the services described in this AGREEMENT.
[Insert name] may use assistants, under his/her direct supervision, to perform some of
the services under this AGREEMENT. CONTRACTOR shall provide AGENCY fourteen (14)
days' notice prior to the departure of [Insert name] from CONTRACTOR's employ. Should
he/she leave CONTRACTOR's employ, the AGENCY shall have the option to immediately
terminate this AGREEMENT, within three (3) days of the close of said notice period. Upon
termination of this Agreement, CONTRACTOR's sole compensation shall be payment for
actual services performed up to, and including, the date of termination or as may be
otherwise agreed to in writing between the Governing Board and the CONTRACTOR.
Before retaining or contracting with any CONTRACTOR for any services under this
AGREEMENT, CONTRACTOR shall provide AGENCY with the identity of the proposed
CONTRACTOR, a copy of the proposed written contract between CONTRACTOR and such
sub -CONTRACTOR which shall include and indemnity provision similar to the one
provided herein and identifying AGENCY as an indemnified party, or an incorporation of
the indemnity provision provided herein, and proof that such proposed sub -
CONTRACTOR carries insurance at least equal to that required by this AGREEMENT or
obtain a written waiver from AGENCY for such insurance.
XVIII. LICENSES
At all times during the term of this AGREEMENT, CONTRACTOR shall have in full force and
effect, all licenses required of it by law for the performance of the services described in
this AGREEMENT.
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
XIX. GOVERNING LAW
The AGENCY and CONTRACTOR understand and agree that the laws of the State of
California shall govern the rights, obligations, duties, and liabilities of the parties to this
AGREEMENT and also govern the interpretation of this Agreement. Any litigation
concerning this AGREEMENT shall take place in the municipal, superior, or federal district
court with jurisdiction over the AGENCY.
XX. ENTIRE AGREEMENT
This AGREEMENT contains the entire understanding between the parties relating to the
obligations of the parties described in this AGREEMENT. All prior or contemporaneous
agreements, understandings, representations, and statements, oral or written and
pertaining to the subject of this AGREEMENT or with respect to the terms and conditions
of this AGREEMENT, are merged into this AGREEMENT and shall be of no further force or
effect. Each party is entering into this AGREEMENT based solely upon the representations
set forth herein and upon each party's own independent investigation of any and all facts
such party deems material.
XXI. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL
CONTRACTOR is bound by the contents of AGENCY's Request for Proposal, EXHIBIT "D"
hereto and incorporated herein by this reference, and the contents of the proposal
submitted by the CONTRACTOR, EXHIBIT "E" hereto. In the event of conflict, the
requirements of AGENCY's Request for Proposals and this AGREEMENT shall take
precedence over those contained in the CONTRACTOR's proposals. The incorporation of
the CONTRACTOR's proposal shall be for the scope of services to be provided only, and
any other terms and conditions included in such proposal shall have no force and effect
on this AGREEMENT or the relationship between CONTRACTOR and/or AGENCY, unless
expressly agreed to in writing.
XXII. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this AGREEMENT on behalf of CONTRACTOR warrants
and represents that he/she has the authority to execute this AGREEMENT on behalf of
the CONTRACTOR and has the authority to bind CONTRACTOR to the performance of its
obligations hereunder.
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the day
and year first above written.
CONTRACTOR
By:
(Signature)
(Contractor Name)
(Title)
[City of Rosemead]
A Municipal Corporation
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Um
EXHIBIT'S: EXHIBITA
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
Scope of Services
Payment Schedule
Insurance Requirements
Request for Proposal
Contractor's Proposal
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
EXHIBIT A
CITY OF ROSEMEAD — SCOPE OF SERVICES
Delivery Locations
1. Splash Zone: 3233 Kelburn Ave. Rosemead, CA 91770
2. Rosemead Aquatic Center: 9155 E, Mission Dr. Rosemead, CA 91770
The City requests that proposals contain the following per location:
Splash Zone Details:
The Contractor shall deliver liquid chemicals to Splash Zone as listed in the description below.
• Chemicals will be delivered once per month, from October to May, eight times per
calendar year. Day of the week to be selected between the Contractor and the City.
• Chemicals will be delivered once a week, from June to May. Day of the week to be
selected between the Contractor and the City.
Water Capacity
Slides -4,200 Gallons
Wet play - 4,000 Gallons
Instructional Pool -37,356 Gallons
Chemical Capacity
Chlorine Tank - 770 Gallons
Muriatic Acid Tank - 330 Gallons
Delivery Schedule
June -September: Weekly
October- May: Monthly
The Contractor will provide pricing based on the quantities of chemicals listed below per gallon
or bag.
Quantity Description
2,300
Chlorine
400
Muriatic Acid
35
Sodium Bicarbonate
7
Calcium
5
Sodium Carbonate
Container/Weight
Bulk (gal)
Bulk (gal)
50 Ib. bags
50 Ib. bags
50 Ib. bags
Unit of Measure
Liquid
Liquid
Dry
Dry Flake
Dry Flake
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
Rosemead Aquatic Center Details:
The Contractor shall deliver liquid chemicals to the Rosemead Aquatic Center as listed in the
description below.
• Chemicals will be delivered once every two weeks, from October to May. Day of the week
to be selected between the Contractor and the City.
• Chemicals will be delivered once per week, from June to September. Day of the week to
be selected between the Contractor and the City.
Water Capacity
Competition Pool — 612,066 gallons
Chemical Capacity
Chloring Tank - 1,000 Gallons
Muriatic Acid Tank - 600 Gallons
Delivery Schedule
June -September: Weekly
October- May: Every 2 Weeks
The Contractor will provide pricing based on the quantities of chemicals listed below per gallon
or bag.
Quantity
15,500
2,700
45
20
20
Description
Chlorine
Muriatic Acid
Sodium Bicarbonate
Calcium
Sodium Carbonate
Container/Weight
Bulk (gal)
Bulk (gal)
50 Ib. bags
50 Ib. bags
50 lb. bags
Unit Of Measure
Liquid
Liquid
Dry
Dry Flake
Dry Flake
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
EXHIBIT B
PAYMENT SCHEDULE
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting CONTRACTOR indemnification of AGENCY, and prior to commencement of
Work, CONTRACTOR shall obtain, provide and maintain at its own expense during the term of this
AGREEMENT, policies of insurance of the type and amounts described below and in a form
satisfactory to AGENCY.
Note: Verify minimum limit for each coverage with Risk Manager.
General liability insurance. CONTRACTOR 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 $5,000,000 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.
Automobile liability insurance. CONTRACTOR 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 CONTRACTOR 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.
Professional liability (errors & omissions) insurance. CONTRACTOR shall maintain professional
liability insurance that covers the Services to be performed in connection with this AGREEMENT,
in the minimum amount 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
CONTRACTOR agrees to maintain continuous coverage through a period no less than three (3)
years after completion of the services required by this AGREEMENT.
Note: May need to delete workers' compensation and employer's liability insurance requirements
for certain sole proprietorships, partnerships, or corporations without employees.
Workers' compensation insurance. CONTRACTOR shall maintain Workers' Compensation
Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000).
CONTRACTOR shall submit to AGENCY, along with the certificate of insurance, a Waiver of
Subrogation endorsement in favor of AGENCY, its officers, agents, employees and volunteers.
Other provisions or requirements
Proof of insurance. CONTRACTOR shall provide certificates of insurance to AGENCY as evidence
of the insurance coverage required herein, along with a waiver of subrogation endorsement for
workers' compensation. Insurance certificates and endorsements must be approved by Agency's
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 202409
Risk Manager prior to commencement of performance. Current certification of insurance shall
be kept on file with AGENCY at all times during the term of this contract. AGENCY reserves the
right to require complete, certified copies of all required insurance policies, at any time.
Duration of coverage. CONTRACTOR shall procure and maintain for the duration of the contract
insurance against claims for injuries to persons or damages to property, which may arise from or
in connection with the performance of the Work hereunder by CONTRACTOR, his agents,
representatives, employees or subcontractors.
Primary/noncontributing. Coverage provided by CONTRACTOR shall be primary and any
insurance or self-insurance procured or maintained by AGENCY 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 a primary and non-
contributory basis for the benefit of AGENCY before the AGENCY's own insurance or self-
insurance shall be called upon to protect it as a named insured.
Agency'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, AGENCY
has the right but not the duty to obtain the insurance it deems necessary and any premium paid
by AGENCY will be promptly reimbursed by CONTRACTOR or AGENCY will withhold amounts
sufficient to pay premium from CONTRACTOR payments. In the alternative, AGENCY may cancel
this AGREEMENT.
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 policyholders' Rating
of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest
edition of Best's Key Rating Guide, unless otherwise approved by the Agency's Risk Manager.
Waiver of subrogation. All insurance coverage maintained or procured pursuant to this
agreement shall be endorsed to waive subrogation against AGENCY, its elected or appointed
officers, agents, officials, employees and volunteers or shall specifically allow CONTRACTOR or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery priorto a loss. CONTRACTOR hereby waives its own right of recovery against AGENCY,
and shall require similar written express waivers and insurance clauses from each of its
Subcontractors.
Enforcement of contract provisions (non estoppel). CONTRACTOR acknowledges and agrees that
any actual or alleged failure on the part of the AGENCY to inform CONTRACTOR of non-
compliance with any requirement imposes no additional obligations on the AGENCY nor does it
waive any rights hereunder.
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
Requirements not limiting. Requirements of specific coverage features or limits contained in this
Section are not intended as a 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
CONTRACTOR maintains higher limits than the minimums shown above, the AGENCY requires
and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. Any
available insurance proceeds in excess of the specified minimum limits of insurance and coverage
shall be available to the AGENCY.
Notice of cancellation. CONTRACTOR agrees to oblige its insurance agent or broker and insurers
to provide to AGENCY 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.
Additional insured status. General liability policies shall provide or be endorsed to provide that
AGENCY and its officers, officials, employees, and agents, and volunteers shall be additional
insureds under such policies. This provision shall also apply to any excess/umbrella liability
policies.
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 AGENCY and approved of in writing.
Separation of insureds. A severability of interests provision must apply for all additional insureds
ensuring that CONTRACTOR's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the insurer's limits of liability. The
policy(ies) shall not contain any cross -liability exclusions.
Pass through clause. CONTRACTOR agrees to ensure that its, subcontractors, and any other party
involved with the projectwho is brought onto or involved in the project by CONTRACTOR, provide
the same minimum insurance coverage and endorsements required of CONTRACTOR.
CONTRACTOR 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.
CONTRACTOR agrees that upon request, all agreements with CONTRACTORS, subcontractors, and
others engaged in the project will be submitted to AGENCY for review.
Agency's right to revise specifications. The AGENCY reserves the right at any time during the
term of the contract to change the amounts and types of insurance required by giving the
CONTRACTOR ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the CONTRACTOR, the AGENCY and CONTRACTOR may renegotiate
CONTRACTOR's compensation.
Self-insured retentions. Any self-insured retentions must be declared to and approved by
AGENCY. AGENCY reserves the right to require that self-insured retentions be eliminated,
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 202409
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by AGENCY.
Timely notice of claims. CONTRACTOR shall give AGENCY prompt and timely notice of claims
made or suits instituted that arise out of or result from CONTRACTOR's performance under this
AGREEMENT, and that involve or may involve coverage under any of the required liability policies.
Additional insurance. CONTRACTOR shall also procure and maintain, at its 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.
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
EXHIBIT D
REQUEST FOR PROPOSAL
City of Rosemead — Purchase & Delivery of Swimming Pool Chemicals Request for Proposal No. 2024-09
EXHIBIT E
CONTRACTOR'S PROPOSAL