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Knorr Systems Inc; 2016-08-30;
City Attorney Approved Version 9/27/16 1 AMENDMENT NO. 3 TO AGREEMENT FOR POOL MAINTENANCE SERVICES KNORR SYSTEMS, INC. This Amendment No. 3 is entered into and effective as of the ______ day of ______________________________, 20___, amending the agreement dated __________August 30, 2016_____ municipal corporation, ("City"), and Knorr Systems, Inc. scheduled maintenance of swimming pool equipment at Alga Norte Aquatic Center and Monroe Street Pool. RECITALS A. On July 19, 2019, the Parties executed Amendment No. 2 to the Agreement to extend the Agreement for a period of two years; and B. On July 26, 2017, the Parties executed Amendment No. 1 to the Agreement to extend the Agreement for a period of two years; and C. reduce the scope and cost of quarterly maintenance services; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed twenty-five thousand two hundred sixty-four dollars ($25,264). 2. City will pay Contractor for all work associated with those services described in -to-exceed twenty-five thousand two hundred sixty- four dollars ($25,264). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all w August 30, 2021. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 9/27/16 2 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Director of Parks & Recreation Rich Robert - Vice President/General Manager (print name/title) ATTEST: By: N/A Single Signor (sign here) BARBARA ENGLESON N/A City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney City Attorney Approved Version 9/27/16 3 SCOPE OF SERVICES AND FEE Alga Norte Center Swimming Pool Quarterly Equipment Scheduled Maintenance: Lochinvar AQUAS Swimming Pool Heating System Annual maintenance of one (1) XPN1015 heater and one (1) XPN1520 heater: Monitor and log heater inlet, outlet and delta temperature Inspect bypass manifold for leaks Remove front panel for inspection and cleaning Remove and clean heater blower with compressed air Remove and clean burners, re-install with new burner gaskets Test relief valves and expansion tank for proper operation Drain and fill hydronic loop Disassemble heat exchanger and inspect tube bundle Complete chemical evaluation to confirm proper water balance Provide recommendations for chemical corrections Lochinvar Swimming Pool Heating System Quarterly maintenance of one (1) ERN302 heater and one (1) ERN402 heater: Inspect flame and heat exchanger Log system flow rate, influent pressure, and effluent pressure Twice-annual maintenance of one (1) ERN302 heater and one (1) ERN402 heater: Disassemble heater to inspect and clean gas manifolds, upper cabinet and fans De-soot and/or clean heat exchanger and inspect for any irregularities Clean and inspect the combustion chamber and inspect refractory materials for cracks or irregularities Clean burners and reinstall with new gaskets Test and set gas manifold pressures and combustion air cabinet pressures Inspect bypass manifold Test and set inlet water temperature and delta temperature Complete chemical evaluation to confirm proper water balance Provide recommendations for chemical corrections Annual maintenance of one (1) ERN302 heater and one (1) ERN402 heater: Replace flame rod and burner gaskets Circulation and Booster Pumps Quarterly maintenance of five (5) pumps: instructions Inspect and adjust all connections, fittings, valves, and gauges Stenner Chemical Feed System Twice-annual maintenance of four (4) 45M5 pumps: Remove and clean chlorine injector to remove any calcification or buildup Disassemble pump roller assembly for cleaning and feed tube replacement Inspect suction and discharge tubing for wear Fine-tune chemical output to maintain chemical balance City Attorney Approved Version 9/27/16 4 Monitor and log chemical storage tank level Replace chemical suction and discharge tubing, annual LMI Chemical Feed System Annual maintenance of three (3) G-pumps and four (4) A151-822SI pumps: Remove and clean chlorine injector to remove any calcification or buildup Fine-tune chemical output to maintain chemical balance Inspect suction and discharge tubing for wear Monitor and log chemical storage tank level Disassemble pump wet-end for cleaning and overhaul with factory overhaul kit Replace G-pump motor oil and motor gasket Replace chemical suction and discharge tubing EKO pH-MTS System Quarterly maintenance of four (4) Eko3 systems: Inspect for proper operation Inspect chemical discharge tubing for wear Annual maintenance of four (4) Eko3 systems: Replace pH-MTS solenoid with new OEM solenoid Calibrate chemical output to maintain chemical balance Replace chemical discharge tubing Surewater Technologies Chlorination Feed System Disassemble entire assembly and inspect venturi for leaks Remove bleach line to remove and clean venturi Inspect chemical feed and discharge tubing and fittings for signs of wear EKO High Rate Filtration System Annual maintenance of one (1) Eko-42-276-6 (6-tank) system and one (1) EKO-42-250-2 (2-tank) system: Drain filter tanks and remove manway covers to inspect tank internal components Inspect media throughout the filters for proper consistency, contamination and flatness Install cleaned manway covers, fill tanks and bleed air from the system Inspect backwash valve assemblies Replace manway gaskets Restart system and review for proper operation Alga Cost Per Service: $4,386.00 Alga Annual Maintenance Cost: $17,544.00 City Attorney Approved Version 9/27/16 5 Monroe Street Swimming Pool Quarterly Equipment Scheduled Maintenance: Lochinvar Swimming Pool Heating Systems Twice-annual maintenance of one (1) CPN2071 heater: Log heater inlet, outlet and delta temperature Inspect flame and heat exchanger Disassemble heater, inspect and clean gas manifolds, upper cabinet and fans De-soot and/or clean heat exchanger and inspect for irregularities Clean and inspect the combustion chamber and inspect refractory materials for cracks or irregularities Clean burners and reinstall with new gaskets Test and set gas manifold pressures and combustion chamber air pressure Test and set inlet water and delta temperatures Inspect boost pump, bearing assembly, and 3-way automatic valve Annual maintenance of one (1) CPN2071 heater: Install new air filter and deliver supply of air filters Replace hot surface igniter Swimming Pool Heater Air and Gas Inspection Twice-annual air and gas inspection of one (1) CPN2071 heater: Log system flow rate, influent pressure and effluent pressure Inspect flame and heat exchanger Test and set gas manifold pressures and combustion air cabinet pressures Confirm proper vent draft Test and set inlet water temperature and delta temperature Complete chemical evaluation to confirm proper water balance Provide recommendations for chemical corrections EKO pH-MTS System Quarterly maintenance of one (1) Eko3 system: Inspect system for proper operation Inspect chemical discharge tubing Annual maintenance of one (1) Eko3 system: Replace pH-MTS solenoid with new OEM solenoid Calibrate chemical output to maintain chemical balance Replace chemical discharge tubing LMI Chemical Feed System Annual maintenance of two (2) G-pumps: Disassemble pump wet-end for cleaning and overhaul with factory overhaul kit Replace G-pump motor oil and motor gasket Replace chemical suction and discharge tubing Surewater Technologies Chlorination Feed System Disassemble entire assembly and inspect venturi for leaks Remove bleach line to remove and clean venturi Inspect chemical feed and discharge tubing and fittings for signs of wear City Attorney Approved Version 9/27/16 6 EKO High Rate Filtration System Annual maintenance of one (1) Eko-43-413-4 (4-tank) system: Drain filter tanks and remove manway covers to inspect tank internal components Inspect media throughout the filters for proper consistency, contamination and flatness Install cleaned manway covers, fill tanks and bleed air from the system Inspect backwash valve assemblies Replace manway gaskets Restart system and review for proper operation Cla-Val Automatic Water Fill Valve Annual maintenance of one (1) valve: Inspect and adjust as needed to maintain normal operation Inspect float valves in surge pits for proper operation Exercise valves manually for proper operation Perform maintenance as needed Replace seals and diaphragms Monroe Cost Per Service: $1,930.00 Monroe Annual Maintenance Cost: $7,720.00 Total Annual Cost of Monroe Street Pool and Alga Norte Aquatic Center: $25,264 B 2,000,000 08/01/2021 MKLV2PBC000784 UB-7J602089-20-14-G 10,000,000 ATL-004733402-17 1,000,000 10,000,000 UB-2N159031-20-51-K X 20699 10,000,000 Aggregate Atlanta, GA 30326 N X Comp./Coll. Ded.: $1,000 SIR $50,000 Per Occ. 08/01/2020 National Union Fire Ins Co. of Pittsburgh PA 3 08/01/2021 08/01/2020 25674 08/01/2021 TJ-CAP-9D897065TIL-20 Excess Umbrella D 4,000,000 19038 2,000,000 (See Additional Page.) 25666 ACE Property And Casualty Ins Co 1,000,000 X E via CG 2010 & CG 2037 , where required by written contract. . A Waiver of Subrogation applies in favor of the additional insured on the Workers Compensation 08/05/2020 15,000,000 08/01/2020 15,000,000 08/01/2020 RE: All Jobs X 08/01/2020 POLICY AGGREGATE 6565 Alicante Road Carlsbad, CA 92009 City of Carlsbad Travelers Property Casualty Company Of America 25,000 City of Carlsbad is listed as additional insured in regards to services during each project performed by the Insured, on a primary and non-contributory basis X policy where required by written contract. A Travelers Casualty And Surety Company F The Travelers Indemnity Company of America CN102326389-CAS.-GAUWX-20-21 Each Occurrence EXCLUDED 08/01/2021 1,000,000 XOOG71549501 002 C 4,000,000 35378 100,000 1,000,000 08/01/2021 UB-2N106953-20-51-R Two Alliance Center Marsh USA, Inc. X 3560 Lenox Road, Suite 2400 Attn: Atlanta.CertRequest@marsh.com / Fax: 212-948-4321 X Attention: Maria Townson Knorr Systems, Inc. Santa Ana, CA 927072221 S. Standard Ave. X X BE 016159343 08/01/2020 c/o Parks & Recreation Department 08/01/2020 D 08/01/2021 19445 08/01/2021 Evanston Insurance Company UB-2N106953-20-51-R (AZ, FL, OR, WI) UB-7J602089-20-14-G (AZ CA CO CT FL GA ID IL IN KS MD MI MN MO MT NC NH NM NV NY OK OR PA SC TN TX WV) UB-2N159031-20-51-K (AK AL CO GA IA IL IN KS KY MD MI MN MO MT NC ND NE NV NY OH OK PA PR SC TN TX UT VA WA WY) Workers'' Compensation (Continued): Marsh USA, Inc.Attention: Maria TownsonKnorr Systems, Inc. Santa Ana,CA 92707 2221 S. Standard Ave. AMENDMENT NO. 2 TO EXTEND AND FUND AGREEMENT FOR POOL MAINTENANCE SERVICES KNORR SYSTEMS, INC. _ This Amendment No. 2 is entered into and effective as of the \9 ::\:\['.., day of 'o u\ ~ , 20ft, extending the agreement dated August 30, 2016 (the "Agreeme by and between the City of Carlsbad, a municipal corporation, ("City"}, and Knorr Systems, Inc., a corporation, ("Contractor") (collectively, the "Parties") for scheduled maintenance of swimming pool equipment at Alga Norte Aquatic Center and Monroe Street Pool. RECITALS A On July 26, 2017, the Parties executed Amendment No.1 to extend the Agreement for a period of two years; and B. The Parties desire to extend and fund the Agreement for a period of two years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending on August 30, 2021. 2. Agreement is hereby amended to add an amount not-to-exceed thirty-five thousand dollars ($35,000) per Agreement year. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By: r(sign here) Roger Posacki -President (print name/title) By: ~ (sign here) Rich Robert -Vice President / General Manager (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: erations Officer, Deputy City ger or Department Director as authorized by the City Manager ATTEST: U,. -~~ Q;Ut;;,., BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY ~L 9, ~ DepCity Attornf" City Attorney Approved Version 1 /30/13 2 • ' KNORR SYSTEMS. INC . Service Supported Distribution'" A PbAYCORE" Company October 31, 2017 ELECTRONIC MAIL AND FEDERAL EXPRESS City of Carlsbad Parks & Recreation Management Analyst 799 Pine Avenue, Suite 200 Carlsbad, CA 92008 RE: COMPANY SIGNATURE AUTHORIZATION To Whom It May Concern: Effective October 3, 2016, PlayCore Wisconsin, Inc. ("PlayCore") acquired Knorr Systems, Inc. ("KSI"). PlayCore delegates signing authority up to $250,000.00 (Two Hundred Fifty Thousand Dollars and Zero Cents) to the Vice President -General Manager of the local entity. The individual below is authorized to sign for all matters relating to the City of Carlsbad deemed necessary for compliance. Rich Robert, Vice President -General Manager, Knorr Systems, Inc. We appreciate your attention to this matter. Sincero/' -, ,, ~/" Rick Ruegger Senior Vice President and CFO PlayCore Aquatic Equipment, Mechanical Room & Wa:tar Treatm11nt Specialists South11r11 Clllilofflia: 2221 StanclllUA......,e Santa Anll, CA ffi07 Phone: (714) 76'MO.U Fax: (714) 764-1406 NortlMlm 0alifornia: Dxasi'Oktanoma: 2021 Laa Pc.'laaOowt, 811:11 4320 8ll1bllt Orr.. 1..S Mc110n. TX7&001 I.Mm'len, CA~1 Phone: {972) 732-0306 Alone: lll211} 273-0722 Fax:~ 78243011 Fax: (9211} 273-0728 KNORR SYSTEMS UNANIMOUS WRITTEN CONSENT IN LIEU OF MEETING OF THE BOARD OF DIRECTORS September 29, 2017 THE UNDERSIGNED, being all of the members of the board of directors (the "Board") of Knorr Systems, Inc., a California corporation (the "Company"), hereby unanimously consent in writing to the taking of the following actions and the adoption of the following resolutions without a meeting in accordance with the procedures established in Section 307 of the California Corporations Code, such actions and resolutions to have the same force and effect as though duly taken and adopted at a meeting of the Board of the Company duly called and legally held. APPOINTMENT OF NEW OFFICERS RESOLVED, that each of the following persons is elected to the office of the Company set forth opposite his name below, to serve in accordance with the bylaws of the Company and at the discretion of the Board until his removal by the Board or until a successor shall have been duly elected and shall have qualified: Roger Posacki -President RESOLVED, that after giving effect to the foregoing, the following persons are confirmed as being the officers of the Company elected to the office of the Company set forth opposite his name below: Chief Executive Officer and President Chief Financial Officer and Secretar GENERAL AUTHORITY RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and empowered, in the name and on behalf of the Company, to take any action (including, without limitation, the payment of expenses) and to execute (by manual or facsimile signature) and deliver all such further documents, contracts, letters, agreements, instruments, drafts, receipts or other writings that such officer or officers may in their sole discretion deem necessary, appropriate or desirable to carry out, comply with and effectuate the purposes of the foregoing resolutions and the transactions contemplated thereby and that the authority of such officers to execute and deliver any of such documents and instruments, including without limitation any modification, extension or expansion, and to take any such other action, shall be conclusively evidenced by their execution and delivery thereof or their taking thereof; and it is further 23842427.1.BUSINESS RESOLVED, that in connection with the transactions contemplated in the foregoing resolutions, the officers of the Company and counsel for the Company be, and each of them hereby is, authorized in the name and on behalf of the Company, to make any filings with any governmental agency necessary, appropriate or desirable in order to carry out fully the intent and accomplish the purposes of the foregoing resolutions, and such filings shall be conclusive evidence that the same are authorized hereby, and that any and all such filings heretofore or hereafter made by such officer or counsel for the Company within the terms of these resolutions be, and they hereby are, adopted, affirmed, approved and ratified in all respects as the official filing of the Company; and it is further RESOLVED, that all actions previously taken by any officer, employee or agent of the Company in connection with or related to the matters set forth in or reasonably contemplated or implied by the foregoing resolutions be, and each of them hereby is, adopted, ratified, confirmed and approved in all respects as the acts and deeds of the Company; and it is further RESOLVED, that in connection with the transactions contemplated by the preceding resolutions, the officers of the Company are, and each of them hereby is, authorized in the name and on behalf of the Company, to certify any more formal or detailed resolutions as such officer may deem necessary, appropriate or desirable to effectuate the intent of the foregoing resolutions; and that thereupon such resolutions shall be deemed adopted as and for the resolutions of the Board as if set forth at length herein. [Remainder of Page Left Intentionally Blank] 2 23842427. I .BUSINESS IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors, in one or more counterparts, as of the date first written above. Roger fosa Rick Ruegger Mark Burgess [Written Consent of the Board of Knorr Systems, Inc. (Appointing Officers)] IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors, in one or more counterparts, as of the date first written above. Roger Posacki Lr RicWi{uegger Mark Burgess [Written Consent of the Board of Knorr Systems, Inc. (Appointing Officers)] IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors, in one or more counterparts, as of the date first written above. Roger Posacki Rick Ruegger Mark Burgess [Written Consent of the Board of Knorr Systems, Inc. (Appointing Officers)] ACOR • CERTIFICATE OF LIABILITY INSURANCE I DATE(MMIDD/YYYY) ~ 07/31!2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~21NTACT ME: . Marsh USA. Inc. rAH~N.t ..... ,. IFAX Two Allalce Center '""' Nol: 3560 Lenox Road, Suite 2400 ~~~-, Aflanla, GA 30326 Atln: Allanta.CertRequest@marsh.can / Fax: 212-943-4321 INSURERISI AFFORDING COVERAGE NAIC# CN102326389-CAS.-GAUWX-18-19 INSURER A : Westchester Fire Insurance Comoanv 10030 INSURED INSURER B : National Union Fire Ins Co. of Plttsburah PA 19445 Knorr Systems, Inc. 25623 2221 S. Sulldard Ave. INSURER C : Phoenix Insurance Cnmnanv Santa Ana, CA 92707 INSURER D : Travele,s Proner1v Casu""" C""""'nv Of America 25674 INSURER E: LJb-SlllDIUS Insurance ('.rvn 10725 INSURERF: COVERAGES CERTIFICATE NUMBER: A TL-004733402--09 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVvlTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF /IJIIY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS /IJIID CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1r1: TYPE OF INSURANCE ,,:<>,.Mg~, POLICY EXP LIMITS ··-ft .... ft POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY G2821800A 002 08/01/2018 08/01/2019 EACH OCCURRENCE $ 2,000,000 t--~ Cl.AIMS-MADE 0 OCCUR URIVl""'t: TO t<t:"' I t:U PREMISES /Ea,,,.,.,..........,, $ 100,000 t--X SIR $50,000 Per 0cc. MED EXP (Any one person) $ EXCLUDED t--2,000,000 PERSONAL & ADV INJURY $ t-- GEN'LAGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,000 R POLICY 0 ~f8i □ LOC PRODUCTS • COMP/OP AGG $ 4,000,000 OTHER: POLICY AGGREGATE $ 10,000,000 D AUTOMOBILE LIABILITY T J-CAP-9D897065TIL-18 08/01/2018 08/01/2019 &~~~if lNGLE LIMIT $ 1,000,000 -X AJ{'(AUTO BODILY INJURY (Per person) $ ~ OWNED -SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY -AUTOS HIRED NON-OWNED rp~?~~AMAGE $ -AUTOS ONLY -AUTOS ONLY CompJColl. Ded.: $1.000 $ ti X UMBRELLA UAB HOCCUR BE 014788208 08/01/2018 08/01/2019 EACH OCCURRENCE $ 25,000,000 -EXCESSUAB Cl.AIMS-MADE AGGREGATE s 25,000,000 DED I X I RETENTION s 10 000 $ D WORKERS COMPENSATION moue-9090032-0-18 UO/Ul/"UID I UO/Ull -'Ul ll X I :lfmTE I I~~- C AND EMPLOYERS' LIABILITY Y/N TC2NUB-9D90031-4-18 08/01/2018 08/01/2019 ANYPROPRIETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $ 1,000,000 D OFFICER/MEMBER EXCLUDED? N/A UB-7 J602089-18-14-G 08/01/2018 08/01/2019 (Mandatory In NHI E.L. DISEASE -EA EMPLOYEE $ 1,000,000 gl~c~ ~1;PERAnoNs below (See Additional Page.) E.L. DISEASE· POLICY LIMIT $ 1,000,000 E Excess Umbrella 1000054456-08 08/01/2018 08/01/2019 Each Occurrence 25,000,00( Aggregate 25,000,001 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, AddlUonal Remar1<a Schedule, may be attached If more apace la required) RE: All Jobs City of Carlsbad Is llsted as addltlonal insured In regards lo sfllVices during each project performed by the Insured, on a prima,y and non-conlributOI)' basis via CG 201 0 & CG 2037 , where required by written contract. • A Walver of Subrogation applies in favor of the additional insured on the WO!kers Compensation poricy where required by written contract. CERTIFICATE HOLDER City of Carlsbad rJo Parks & Rscreallon Depamlenl 6565 Alicante Road Carlsbad, CA 92009 I ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marah USA Inc. Manashi Mukherjee © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD / ../ ✓ AGENCY CUSTOMER ID: _C_N_1_0_2_32_6_3_8_9 ___________ _ LOC #: Atlanta -~® ACORD L--' ADDITIONAL REMARKS SCHEDULE AGENCY NAMEO INSURED Marsh USA, Inc. Knorr Systems, Inc. 2221 S. Standard Ave. POLICY NUMBER Santa Ana, CA mrr, CARRIER I NAICCODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers'~ (Continued): TROUB-9090032-6-18 (l<l., FL, OR. WI, MA) TC2NUB-9090031--4-18 (AL CO GA IA IL IN KS KY MD Ml MO MT NC NE NV NY OK PA SC TN TX UT) UB-7J602089-18-14-G (AZCA CO CT FLGA ID IL IN KS MD MN MO MT NC NH NV NY OKOR PA TNTXWV) Page 2 of 2 ---- ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD INSURED: PLAYCORE GROUP, INC. POLICY EFFECTIVE DATES: 08-01-2018 -08-01-2019 POLICY NUMBER: G2821800A 002 INSURER AFFORDING COVERAGE: Westchester Surplus Lines Insurance Co. COMMERCIAL GENERAL LIABILITY CG 20 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanization(s) Location(s) Of Covered Operations Blanket as required by written contract As per written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 2010 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 0413 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR POOL MAINTENANCE SERVICES KNORR SYSTEMS, INC. mendment No. 1 is entered into and effective as of the /}Lpih day of _ ___,,__...,,_.,......_-"?',...,------' 2011, extending and amending the agreement dated August 30, 2016 (the" ement") by and bet~n the City of Carlsbad, a municipal corporation, ("City"), and Knorr Systems, Inc., a corporation, ("Contractor") (collectively, the "Parties") for scheduled maintenance of swimming pool equipment at Alga Norte Aquatic Center and Monroe Street Pool. RECITALS A. The Parties desire to alter the Agreement's scope of work to maintain a new mechanical control system at the Monroe Street Pool; and B. The Parties desire to extend the Agreement for a period of two years; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed thirty-five thousand dollars ($35,000) per Agreement year and shall not exceed seventy thousand dollars ($70,000) for two year term. 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed thirty-five thousand dollars ($35,000) per Agreement year. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by August 30, 2019. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill City Attorney Approved Version 1 /30/13 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By: /"7 l},-1<-Je;, r ·(sign here) Roger Posacki -President (print name/title) By ~- / (sign here) Rick Ruegger -Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: ( A . \ })A'VICJ..Rg rrlc.~J~ BARBARA ENGLESON U City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney ,, / BY:--~----=--------=--- /\ssiit.irit City Attorney ~ City Attorney Approved Version 1 /30/13 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE A new mechanical room control system was installed at the Monroe Street Pool. Scope of Services will include scheduled maintenance for the new system. Agreement amount shall not exceed thirty-five thousand dollars ($35,000) per Agreement year. Item added to maintenance program: BECS Chemical Control System Bimonthly maintenance of one (1) BECSys7 controller: • Test operation of the safety flow switch • Clean sensors • Download and plot controller history into graph • Compile a data archive of chemical history and provide to customer • Complete chemical evaluation to confirm proper water balance utilizing both Saturation Index and Ryznar Index • Provide recommendations to make chemical corrections Annual maintenance of one (1) BECSys7 controller: • Calibrate controller Item removed from maintenance program: Strantrol Chemical Control System Bimonthly maintenance of one (1) controller: • Test operation of the safety flow switch • Clean sensors • Download and plot controller history into graph • Compile a data archive of chemical history and provide to customer • Complete chemical evaluation to confirm proper water blance utilizing both Saturation Index and Ryznar Index • Provide recommendations to make chemical corrections Annual maintenance of one (1) controller: • Calibrate controller 3 City Attorney Approved Version 1 /30/13 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 07/12/2017 . THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA, Inc. NAME: PHONE I FAX Two Alliance Center /1)./f". t,Jn ~vt\• IA/C Nol: --3560 Lenox Road, Suite 2400 E-MAIL Atlanta, GA 30326 ADDRESS: Attn: Atlanta.CertRequest@marsh.com I Fax: 212-948-4321 INSURER(S) AFFORDING COVERAGE NAIC# 457102-CAS.-GAUWX-16-17. INSURER A: Westchester Surplus Lines Insurance Co 10172 INSURED INSURER B: National Union Fire Ins Co. of Pittsburgh PA 19445 Knorr Systems, Inc. INSURER C : AIG 40258 2221 S. Standard Ave. Santa Ana, CA 92707 INSURER D : Travelers Property Casualty Company Of America 25674 INSURER E : Liberty Insurance Underwriters Inc. 19917 INSURER F: COVERAGES CERTIFICATE NUMBER: ATL-004187007-01 REVISION NUMBER:1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR ,~~hl%M~, ,~m·J%M~, LIMITS LTR ·,.,~n lun,n POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY G2821800A 001 02/01/2017 08/01/2018 EACH OCCURRENCE $ 2,000,000 1---~ CLAIMS-MADE ~ OCCUR DAMAGE TO RENTED 1---PREMISES (Ea occurrence) $ 100,000 X SIR $50,000 Per 0cc. MED EXP (Any one person) $ EXCLUDED ~ PERSONAL & ADV INJURY $ 2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER· GENERAL AGGREGATE $ 4,000,000 H 0PRO-DLoc PRODUCTS -COMP/OP AGG $ 4,000,000 POLICY JECT OTHER: POLICY AGGREGATE $ 10,000,000 / D AUTOMOBILE LIABILITY T J-CAP-9D897065TIL-16 10103/2016 08101/2017 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accidenll ~ X ANY AUTO BODILY INJURY (Per person) $ ~ ALL OWNED -SCHEDULED AUTOS AUTOS BODIL y INJURY (Per accident) $ ~ -NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS /Per accident\ $ ---Comp./Coll. Ded.: $1,000 $ B X UMBRELLA LIAB Fl OCCUR BE036027 482 10/0312016 08/0112017 EACH OCCURRENCE $ 25,000,000 1--- EXCESS LIAB CLAIMS-MADE AGGREGATE $ 25,000,000 OED f X I RETENTION $10 000 $ C WORKERS COMPENSATION WC 012-85-1958 (AOS) 1010312016 08101/2017 X I ~ffTuTE I I OTH-ER C AND EMPLOYERS' LIABILITY Y/N WC 012-85-1959 (CA) 1010312016 08/01/2017 ANY PROPRIETOR/PARTNER/EXECUTIVE ~ E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 E Excess Umbrella 100005445606 08/01/2016 08101/2017 Each Occurrence 25,000,000 Aggregate 25,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) RE: bimonthly ongoing pool service City of Carlsbad is listed as additional insured in regards to services performed by the Insured, during the completion of the referenced project, on a primary and non-contributory basis on the General Liability (via CG 2010 & CG 2037) and Automobile Liability (via CA T4 37 08 08) policies, when required by written contract. A Waiver of Subrogation applies in favor of the additional insured on the Workers Compensation policy, when required by written contract. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE c/o Parks & Recreation Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 6565 Alicante Road ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92009 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I Manashi Mukherjee ..J',tl.o..'V\..OOh.,.. ~~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD AGREEMENT FOR POOL MAINTENANCE SERVICES KNORR SYSTEMS, INC. THIS AGRE MENT is made and entered into as of the :.2JO-th day of ----f--::>""-....,S....do.....l.o~....a.loooQ... ___ , 201..1.£., by and between the CITY OF CARLSBAD, a municipal corporation, 'City"), and Knorr Systems, Inc., a corporation, ("Contractor"). RECITALS A. City requires the professional services of a maintenance contractor that is experienced in maintenance of commercial pool systems. B. Contractor has the necessary experience in providing professional services and advice related to maintenance of commercial pool systems. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for two additional two year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed thirty-four thousand nine hundred and forty-four dollars ($34,944.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000.00) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 2/29/16 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHERCONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, City Attorney Approved Version 2/29/16 2 recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 2/29/16 3 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will 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. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Mark Olson Name Steve Fish Title Program Manager Title Service Administration Specialist City Attorney Approved Version 2/29/16 4 Department Parks & Recreation City of Carlsbad Address 6565 Alicante Road Carlsbad, CA 92009 Phone No. 760-268-4776 Address 2221 Standard Avenue Santa Ana, CA 92707 Phone No. 714-754-4044 ext. 108 Email stevef@knorrsystems.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon City Attorney Approved Version 2/29/16 5 notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. City Attorney Approved Version 2/29/16 6 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. II II II II II II II II II II II II II II II II II II II II City Attorney Approved Version 2/29/16 7 EXHIBIT "A" SCOPE OF SERVICES Knorr Systems, Inc. will perform bimonthly (every other month) scheduled maintenance for swimming pool equipment at the Alga Norte Aquatic Center and Monroe Street Pool. Alga Norte Aquatic Center ETS UV Systems Semi-annual maintenance of one (1) ECF-220-8 and one (1) SP-25-6 system: • Log system flow rate, influent pressure, and effluent pressure • Clean and inspect sight glass and wiper system • Run quartz wiper to clean sleeves and verify proper operation • Replace the wiper carriage assembly lead screw nut and bushing • Inspect and clean dust filters in cabinet • Shut down system and isolate chamber for service • Clean UV sensor quartz window • Remove and replace UV lamps at first service ../ Remove and clean UV lamps at second service • Remove and replace quartz thimble/sleeves at first service ../ Remove and clean quartz thimble/sleeves at second service • Clean chamber and replace quad ring seal at each service • Test and set power levels and UV intensity • Inspect anodes and replace annually BECS Chemical Control Systems Bimonthly maintenance of two (2) BECSys5 and two (2) BECSys7 controllers: • Test operation of the safety flow switch • Clean sensors • Download and plot controller history into graph • Compile a data archive of chemical history and provide to customer • Complete chemical evaluation to confirm proper water balance utilizing both Saturation Index and Ryznar Index • Provide recommendations to make chemical corrections Annual maintenance of two (2) BECSys5 and two (2) BECSys7 controllers: • Calibrate controllers Lochinvar Swimming Pool Heating Systems Annual maintenance of one (1) XPN1015 and one (1) XPN1520 heater: • Log system flow rate, influent pressure, and effluent pressure • Monitor and log heater inlet, outlet and delta temperature • Inspect bypass manifold for leaks • Remove front panel for inspection and cleaning City Attorney Approved Version 2/29/16 9 • Remove and clean heater blower with compressed air • Remove and clean burners, re-install with new burner gaskets • Test and set gas manifold pressure, combustion air cabinet pressures and measure vent draft • Test relief valves and expansion tank for proper operation • Test and set inlet water temperature and delta temperature • Drain and fill hydronic loop • Disassemble heat exchanger and inspect tube bundle • Complete chemical evaluation to confirm proper water balance • Provide recommendations for chemical corrections Lochinvar Swimming Pool Heating Systems Bimonthly maintenance of one (1) ERN302 and one (1) ERN402 heater: • Inspect flame and heat exchanger Semi-annual maintenance of one (1) ERN302 and one (1) ERN402 heater: • Log system flow rate, influent pressure, and effluent pressure • Disassemble heater to inspect and clean gas manifolds, upper cabinet and fans • De-soot and/or clean heat exchanger and inspect for any irregularities • Clean and inspect the combustion chamber and inspect refractory materials for cracks or irregularities • Clean burners and reinstall with new gaskets • Test and set gas manifold pressures and combustion air cabinet pressures • Inspect bypass manifold • Test and set inlet water temperature and delta temperature • Complete chemical evaluation to confirm proper water balance • Provide recommendations for chemical corrections Annual maintenance of one (1) ERN302 and one (1) ERN402 heater: • Replace flame rod and burner gaskets Stenner Chemical Feed Systems Quarterly maintenance of four (4) 45M5 pumps: • Remove and clean chlorine injector to remove any calcification or buildup • Disassemble pump roller assembly for cleaning and feed tube replacement • Inspect suction and discharge tubing for wear • Fine-tune chemical output to maintain chemical balance • Monitor and log chemical storage tank level LMI Chemical Feed Systems Bimonthly maintenance of three (3) G-Series and four (4) A 151-82281 pumps: • Remove and clean chlorine injector to remove any calcification or buildup • Fine-tune chemical output to maintain chemical balance • Inspect suction and discharge tubing for wear • Monitor and log chemical storage tank level City Attorney Approved Version 2/29/16 10 Annual maintenance of three (3) G-Series and four (4) A 151-822SI pumps: • Disassemble pump wet-end for cleaning and overhaul with factory overhaul kit • Replace G-pump motor oil and motor gasket Eko3 pH-MTS Systems Quarterly maintenance of four (4) systems: • Inspect fittings, valves, gauges, plumbing/tubing and flow meter for leaks and/or loose connections Annual maintenance of four (4) systems: • Replace solenoids H20 Technologies Smart Pump Control Systems Twice-annual maintenance of one (1) SPCS015BC8 and one (1) SPCS050BC8 system: • Torque terminal connections to manufacturer recommendations • Inspect and clean air intake element • Perform operational test and verify proper system operation • Wipe down the cabinet and remove any loose materials Surewater Technologies Chlorination Feed Systems Quarterly maintenance of one (1) "The Solution" venturi feeders: • Disassemble entire assembly and inspect venturi for leaks • Remove bleach line to remove and clean venturi • Inspect chemical feed and discharge tubing and fittings for signs of wear Annual maintenance of one (1) "The Solution" venturi feeders: • Replace solenoid valve Eko3 High Rate Filtration Systems Bimonthly maintenance of one (1) EK0-42-276-6 and one (1) EK0-42-250-2 system: • Backwash filtration system and review backwash performance to confirm proper operation and efficiency • Monitor and log filtration, influent & effluent pressure • Monitor and log filtration flow-rate Annual maintenance of one (1) EK0-42-276-6 and one (1) EK0-42-250-2 system: • Drain filter tanks and remove manway covers to inspect tank internal components • Inspect media throughout the filters for proper consistency, contamination and flatness • Install cleaned manway covers, fill tanks and bleed air from the system • Inspect backwash valve assemblies and Victaulic seals • Restart system and review for proper operation Cla-Val Automatic Water Fill Valves Quarterly maintenance of three (3) valves: • Inspect and adjust as needed to maintain normal operation • Inspect float valves in surge pits for proper operation City Attorney Approved Version 2/29/16 11 • Exercise valves manually for proper operation • Perform maintenance as needed Annual maintenance of three (3) valves: • Replace seals and diaphragms Circulation and Booster Pumps Quarterly maintenance of five (5) pumps: • Lubricate per manufacturer's instructions • Inspect and adjust all connections, fittings, valves and gauges • Verify and/or bring into manufacturer's recommended operating ranges Monroe Street Pool Lochinvar Swimming Pool Heating System Bimonthly maintenance of one (1) CPN2071 heater: • Log heater inlet, outlet and delta temperature • Inspect flame and heat exchanger Semi-annual maintenance of one (1) CPN2071 heater: • Disassemble heater, inspect and clean gas manifolds, upper cabinet and fans • De-soot and/or clean heat exchanger and inspect for irregularities • Clean and inspect the combustion chamber and inspect refractory materials for cracks or irregularities • Clean burners and reinstall with new gaskets • Test and set gas manifold pressures and combustion chamber air pressure • Test and set inlet water and delta temperatures • Inspect boost pump, bearing assembly, and 3-way automatic valve Annual maintenance of one (1) CPN2071 heater: • Install new air filter and deliver supply of air filters • Replace hot surface igniter Swimming Pool Heater Air and Gas Inspection Semi-annual air and gas inspection of one (1) CPN2071 heater: • Log system flow rate, influent pressure and effluent pressure • Inspect flame and heat exchanger • Test and set gas manifold pressures and combustion air cabinet pressures • Confirm proper vent draft • Test and set inlet water temperature and delta temperature • Complete chemical evaluation to confirm proper water balance • Provide recommendations for chemical corrections ETS UV Systems Semi-annual maintenance of one (1) ECF-225-8 system: • Log system flow rate, influent pressure, and effluent pressure City Attorney Approved Version 2/29/16 12 • Clean and inspect sight glass and wiper system • Run quartz wiper to clean sleeves and verify proper operation • Replace the wiper carriage assembly lead screw nut and bushing • Inspect and clean dust filters in cabinet • Shut down system and isolate chamber for service • Clean UV sensor quartz window • Remove and replace UV lamps at first service ./ Remove and clean UV lamps at second service • Remove and replace quartz thimble/sleeves at first service ./ Remove and clean quartz thimble/sleeves at second service • Clean chamber and replace quad ring seal at each service • Test and set power levels and UV intensity • Inspect anodes and replace annually LMI Chemical Feed Systems Bimonthly maintenance of two (2) G-Series pumps: • Remove and clean chlorine injector to remove any calcification or buildup • Fine-tune chemical output to maintain chemical balance • Inspect suction and discharge tubing for wear • Monitor and log chemical storage tank level Annual maintenance of two (2) G-Series pumps: • Disassemble pump wet-end for cleaning and overhaul with factory overhaul kit • Replace G-pump motor oil and motor gasket Eko3 pH-MTS Systems Bimonthly maintenance of one (1) system: • Inspect fittings, valves, gauges, plumbing/tubing and flow meter for leaks and/or loose connections Annual maintenance of one (1) system: • Replace solenoid Strantrol Chern ical Control System Bimonthly maintenance of one (1) controller: • Test operation of the safety flow switch • Clean sensors • Download and plot controller history into graph • Compile a data archive of chemical history and provide to customer • Complete chemical evaluation to confirm proper water balance utilizing both Saturation Index and Ryznar Index • Provide recommendations to make chemical corrections Annual maintenance of one (1) controller: • Calibrate controller 13 City Attorney Approved Version 2/29/16 Surewater Technologies Chlorination Feed Systems Quarterly maintenance of one (1) "The Solution" venturi feeder: • Disassemble entire assembly and inspect venturi for leaks • Remove bleach line to remove and clean venturi • Inspect chemical feed and discharge tubing and fittings for signs of wear Eko3 High Rate Filtration Systems Bimonthly maintenance of one (1) EK0-43-413-4 system: • Backwash filtration system and review backwash performance to confirm proper operation and efficiency • Monitor and log filtration, influent & effluent pressure • Monitor and log filtration flow-rate Annual maintenance of one (1) EK0-43-413-4 system: • Drain filter tanks and remove manway covers to inspect tank internal components • Inspect media throughout the filters for proper consistency, contamination and flatness • Install cleaned manway covers, fill tanks and bleed air from the system • Inspect backwash valve assemblies and Victaulic seals • Restart system and review for proper operation Cla-Val Automatic Water Fill Valve Quarterly maintenance of one (1) valve: • Inspect and adjust as needed to maintain normal operation • Inspect float valves in surge pits for proper operation • Exercise valves manually for proper operation • Perform maintenance as needed Annual maintenance of one (1) valve: • Replace seals and diaphragms 14 City Attorney Approved Version 2/29/16 FEE SCHEDULE ITEM.NO. DESCRIPTION PRICE 1 Alga Norte Aquatic Center Annual Maintenance Cost $23,442.00 2 Monroe Street Pool Annual Maintenance Cost $11,502.00 TOTAL $34,944.00 Fees include labor, materials, testing equipment, travel and standard parts necessary to perform the stated scope of work. It does not include any additional parts or labor if other repairs or equipment replacement is required. Any additional materials or work will be quoted as applicable. Ancillary chemicals, such as sodium bicarbonate and calcium chloride, should be available on an as-needed basis to maintain proper water balance. Total Agreement amount shall not exceed thirty-four thousand nine hundred and forty-four dollars ($34,944.00). Bimonthly (every other month) maintenance payments shall be five thousand eight hundred and twenty-four dollars ($5,824.00) based on fulfillment of six (6) visits per site over a 12 month period. City Attorney Approved Version 2/29/16 15