Cities Index.
Agenda Item 8G

Torrance City Council
November 4, 2025

Document
Agenda Item 8G
Meeting
November 4, 2025
Body
Torrance City Council
Pages
2
Original file
1.0 MB
Text extracted from the city's file for reading and search. Open the original on torranceca.primegov.com. That file is the official record.

8G
Date: November 4, 2025
To: Honorable Mayor and Members of the City Council
From: Shant Megerdichian, General Services Director
By: Jasun Botiller, Fleet Services Manager | [email protected] Subject: General Services – Authorize Contract Services Agreement, Appropriate Funds, and Adopt a California Environmental Quality Act (CEQA) Categorical Exemption for the Replacement of an Automated Car Wash at the City Yard as a Cooperative Purchase with BuyBoard. Expenditure: $427,741.46 (General Fund and Non-General Fund).

RECOMMENDATION
Recommendation of the General Services Director that City Council:

1. Authorize a contract services agreement with N/S Corporation of Valencia, CA, in the amount of $388,855.87, plus a 10% contingency in the amount of $38,885.59, for a total not-to-exceed amount of $427,741.46, for an automated car wash at the City Yard as a cooperative purchase with BuyBoard; and

2. Appropriate $427,741.46 to project FAC0021-EQ0004 (Torrance City Yard - Car Wash Replacement); and

3. Adopt a California Environmental Quality Act (CEQA) categorical exemption pursuant to Section 15301 (Existing Facilities).

FUNDING
Funding is available from the following sources:

Funding Source Amount
Capital Improvements Fund $75,954.46
General Services Department Development Impact Fee $351,787.00 Total $427,741.46

DISCUSSION
The City requires an on-site car wash to efficiently maintain the appearance of its passenger fleet vehicles on a daily basis. The existing car wash at the City Yard is approximately 35 years old and has considerably exceeded its manufacturer’s expected lifecycle. Replacement of this car wash was approved for the FY 2026-27 Capital Improvement Plan, however, acceleration of this project is needed due to ongoing deterioration and rising repairs. 1 City Council
November 4, 2025

Page 2 ends

The new car wash will provide enhancements such as water softening and air blowers for spot- free rinses, railings designed to accommodate larger tires, and a reclamation system that utilizes recycled water as its primary source. Staff performed an in-person evaluation of the proposed car wash and found it to meet all performance expectations. N/S Corporation was also previously awarded the construction of the Transit bus wash at the City Yard, which has provided reliable service for more than a decade. Maintaining standardization of the City’s wash systems is beneficial for warranty, servicing, and operational purposes as well.

Staff researched and identified BuyBoard Contract #715-23 with N/S Corporation as a cooperative purchase opportunity. The Torrance Municipal Code (TMC) authorizes participation in cooperative purchasing agreements like those established by BuyBoard while also adhering to the City’s procurement policies. A cooperative purchase is allowable under TMC Section 22.3.100 entitled “Exceptions to the Competitive Process” which states:
“The competitive selection processes set forth in this Chapter do not apply in the following categories however purchases shall be made in accordance with procedures and regulations established by the City Manager:
c) Competitive procedures were followed by a governmental agency, including a federal, state, county, city, joint powers agency, special district, or cooperative purchasing agency consisting of one or more such agencies, that are equivalent to the procedures set forth in this Chapter, and the goods or services are supplied to the City at the same or better price as the price obtained by that agency.”

ENVIRONMENTAL FINDINGS
The proposed action qualifies for exemption from review under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15301. This exemption applies to activities that involve the operation, repair, maintenance, permitting, leasing, licensing, or minor alterations of existing public or private structures, facilities, mechanical equipment, or topographical features, provided there is negligible or no expansion of use beyond what was in place at the time of the lead agency's determination. It includes interior or exterior modifications, such as installing interior partitions, plumbing, and electrical conveyances, maintenance of existing infrastructure like highways, streets, sidewalks, gutters, and trails; and the restoration or rehabilitation of deteriorated or damaged structures or equipment to meet current public health and safety standards, unless substantial damage from environmental hazards, like earthquakes or landslides, is identified.

ATTACHMENT

1. Contract Services Agreement – N/S Corporation
2 [NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 1

CONTRACT SERVICES AGREEMENT

This CONTRACT SERVICES AGREEMENT (“Agreement”) is made and entered into as of November 4, 2025 (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and N/S CORPORATION, a Pennsylvania corporation (“CONTRACTOR”).

RECITALS:

A. CITY wishes to retain the services of an experienced and qualified CONTRACTOR to provide a complete Automatic Car Wash System.

B. CONTRACTOR represents that it is qualified to perform those services.

AGREEMENT:

1. SERVICES TO BE PERFORMED BY CONTRACTOR
CONTRACTOR will provide the services listed in the Quote attached as Exhibit A. CONTRACTOR warrants that all work and services set forth in the Quote will be performed in a competent, professional and satisfactory manner.

2. TERM
Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through October 31, 2026.

3. COMPENSATION
A. CONTRACTOR’s Fee.

For services rendered pursuant to this Agreement, CONTRACTOR will be paid in accordance with the Quote and Payment Terms attached as Exhibit A, provided, however, that in no event will the total amount of money paid CONTRACTOR, for services initially contemplated by this Agreement, exceed the sum of $427,741.46 (“Agreement Sum”), unless otherwise first approved in writing by CITY.

B. Schedule of Payment.

Provided that CONTRACTOR is not in default under the terms of this Agreement, upon presentation of an invoice, CONTRACTOR will be paid the fees described in Paragraph 3.A. above, according to the Quote and Payment Terms. Payment will be due within 30 days after the date of the invoice.
3 ATTACHMENT 1
[NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 2

4. TERMINATION OF AGREEMENT
A. Termination by CITY for Convenience.

1. CITY may, at any time, terminate the Agreement for CITY’s convenience and without cause.

2. Upon receipt of written notice from CITY of such termination for CITY’s convenience, CONTRACTOR will:

a. cease operations as directed by CITY in the notice;
b. take actions necessary, or that CITY may direct, for the protection and preservation of the work; and
c. except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

3. In case of termination for CITY’s convenience, CONTRACTOR will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable overhead and profit on work not executed.

B. Termination for Cause.

1. If either party fails to perform any term, covenant or condition in this Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause; provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.

2. In the event this Agreement is terminated for cause by the default of CONTRACTOR, CITY may, at the expense of CONTRACTOR
and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due CONTRACTOR under the terms of this Agreement will be retained by CITY, but the retention will not release CONTRACTOR and its surety from liability for the default. Under these circumstances, however, CONTRACTOR and its surety will be credited with the amount of money retained, toward any amount by which the cost of completion exceeds the Agreement Sum and any amount
authorized for extra services.

4 [NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 3

3. Termination for cause will not affect or terminate any of the rights of CITY as against CONTRACTOR or its surety then existing, or that may thereafter accrue because of the default; this provision is in addition to all other rights and remedies available to the CITY under law.

C. Termination for Breach of Law.

In the event CONTRACTOR or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty that currently, seriously, and directly affects responsibility as a public consultant or contractor; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals; or (iv) of violation of Paragraph 19 of this Agreement; or for any other cause CITY determines to be so serious and compelling as to affect CONTRACTOR’s responsibility as a public consultant or contractor, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. CITY will not take action until CONTRACTOR has been given notice and an opportunity to present evidence in mitigation.

5. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance will be excused for a period equal to the period of that cause for failure to perform.

6. RETENTION OF FUNDS
CONTRACTOR authorizes CITY to deduct from any amount payable to CONTRACTOR (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONTRACTOR’s acts or omissions in performing or failing to perform CONTRACTOR’s obligations under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by CONTRACTOR, or any indebtedness 5 [NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 4 exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONTRACTOR to insure, indemnify, and protect CITY as elsewhere provided in this Agreement.

7. CITY REPRESENTATIVE
The General Services Director is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement.

Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONTRACTOR.

8. CONTRACTOR REPRESENTATIVE(S)
The following principal(s) of CONTRACTOR are designated as being the principal(s) and representative(s) of CONTRACTOR authorized to act in its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:

Michael Howlett
Transit Sales Manager
N/S Corporation
(310) 330-1240
[email protected]

Francis Tenggardjaja
Executive Vice President
N/S Corporation
(310) 330-1227
[email protected]

9. INDEPENDENT CONTRACTOR
CONTRACTOR is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as otherwise set forth in this Agreement. CONTRACTOR’s agents and employees are not and shall not be considered employees of CITY for any purpose. CONTRACTOR may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. CITY has no duty, obligation, or responsibility to CONTRACTOR’s agents or employees under the Affordable Care Act. CONTRACTOR is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONTRACTOR’s agents and employees. CITY is not responsible and shall not be held liable for CONTRACTOR’s failure to comply with CONTRACTOR’s 6 [NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 5 duties, obligations, and responsibilities under the Affordable Care Act. CONTRACTOR agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONTRACTOR’s obligations under the Affordable Care Act relating to CONTRACTOR’s agents and employees.

10. BUSINESS LICENSE
CONTRACTOR must obtain a City business license prior to the start of work under this Agreement, unless CONTRACTOR is qualified for an exemption.

11. OTHER LICENSES AND PERMITS
CONTRACTOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.

12. FAMILIARITY WITH WORK
By executing this Agreement, CONTRACTOR warrants that CONTRACTOR (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services required under this Agreement. If the services involve work upon any site, CONTRACTOR warrants that CONTRACTOR has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the services set forth in this Agreement.

Should CONTRACTOR discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONTRACTOR must immediately inform CITY of that fact and may not proceed except at CONTRACTOR’s risk until written instructions are received from CITY.

13. CARE OF WORK
CONTRACTOR must adopt reasonable methods during the term of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages to persons or property, until acceptance of the work by CITY, except those losses or damages as may be caused by CITY’s own negligence.

14. CONTRACTOR’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS Records of CONTRACTOR’s time pertaining to the project, and records of accounts between CITY and CONTRACTOR, will be kept on a generally recognized accounting basis. CONTRACTOR will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relating to the work and services identified in Exhibit A. All records will be available to CITY during normal working hours. CONTRACTOR will maintain these records for three years after final payment.

15. INDEMNIFICATION
CONTRACTOR will indemnify, defend, and hold harmless CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City 7 [NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 6 Council, each member thereof, present and future, members of boards and commissions, their officers, agents, employees and volunteers (collectively “City Affiliates”) from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of contract, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence. The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of CONTRACTOR, its officers, employees, agents, subcontractors or vendors. CONTRACTOR’s obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of City Affiliates, except for liability resulting solely from the negligence or willful misconduct of City Affiliates. Payment by CITY is not a condition precedent to enforcement of this indemnity. In the event of any dispute between CONTRACTOR and CITY, as to whether liability arises from the sole negligence of City Affiliates, CONTRACTOR will be obligated to pay for the defense of City Affiliates until such time as a final judgment has been entered adjudicating City Affiliates as solely negligent. CONTRACTOR will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation.

16. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of CITY will be personally liable to CONTRACTOR, in the event of any default or breach by the CITY or for any amount that may become due to CONTRACTOR.

17. INSURANCE
A. CONTRACTOR and its subcontractors must maintain for the duration of the Agreement at their sole expense the following insurance, which will be full coverage, not subject to self insurance provisions:

1. Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:

a. Primary Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and

b. Primary Property Damage of at least $250,000 per
occurrence; or

c. Combined single limits of $1,000,000 per occurrence.

2. Commercial General Liability including coverage for premises, products and completed operations, independent
contractors/vendors, personal injury and contractual obligations 8 [NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 7 with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.

3. Workers' Compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of $1,000,000 per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONTRACTOR, its employees, agents and subcontractors.

B. The insurance provided by CONTRACTOR will be primary and non- contributory.

C. CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies.

D. CONTRACTOR must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.

E. Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.

F. If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or 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 CITY.

G. The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the CONTRACTOR.

H. CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of 9 [NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 8 whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

I. Self-insured retentions must be declared to and approved by the CITY.

The CITY may require the CONTRACTOR to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY.

18. SUFFICIENCY OF INSURERS
Insurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated “A” or better in the most recent edition of Best’s Key Rating Guide, and only if they are of a financial category Class VII or better, unless these requirements are waived by the Risk Manager of CITY (“Risk Manager”) due to unique circumstances. In the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONTRACTOR agrees that the minimum limits of any insurance policies or performance bonds required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONTRACTOR will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.

19. CONFLICT OF INTEREST
A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.

B. No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.

20. NOTICE
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:
10 [NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 9

1. Personal delivery. When personally delivered to the recipient, notice is effective on delivery.

2. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.

3. Certified mail. When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

4. Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service.

5. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice, notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.

6. Addresses for purpose of giving notice are as follows:

CONTRACTOR: N/S CORPORATION
Attn: Michael Howlett
28309 Avenue Crocker
Valencia, CA 91355

Fax: N/A

CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931

B. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.

C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.

11 [NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 10

21. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by either CITY or CONTRACTOR without the prior written consent of the other.

22. INTEGRATION; AMENDMENT
This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained in it. This Agreement contains all terms and conditions and supersedes any terms and conditions contained in the Quotation, Order Contract, and/or any other Attachment. No prior oral or written understanding will be of any force or effect with respect to the terms of this Agreement. The Agreement may not be modified or altered except in writing signed by both parties.

23. INTERPRETATION
The terms of this Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Agreement or by any other rule of construction that might otherwise apply. To the extent that the terms of the Scope of Services or the Proposal are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

24. SEVERABILITY
If any part of this Agreement is found to be in conflict with applicable laws, that part will be inoperative, null and void insofar as it is in conflict with any applicable laws, but the remainder of the Agreement will remain in full force and effect.

25. TIME OF ESSENCE
Time is of the essence in the performance of this Agreement.

26. GOVERNING LAW; JURISDICTION
This Agreement will be administered and interpreted under the laws of the State of California. Jurisdiction of any litigation arising from the Agreement will be in Los Angeles County, California.

27. COMPLIANCE WITH STATUTES AND REGULATIONS
CONTRACTOR will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders.

28. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default will impair the right or remedy or be construed as a waiver.

A party’s consent or approval of any act by the other party requiring the first party’s consent or approval will not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this Agreement.

12 [NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 11

29. ATTORNEY’S FEES
Except as provided for in Paragraph 15, in any dispute, litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney’s fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment.

30. EXHIBITS
All exhibits identified in this Agreement are incorporated into the Agreement by this reference.

31. CONTRACTOR’S AUTHORITY TO EXECUTE
The persons executing this Agreement on behalf of CONTRACTOR warrant that (i) CONTRACTOR is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of CONTRACTOR; (iii) by so executing this Agreement, CONTRACTOR is formally bound to the provisions of this Agreement; and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which CONTRACTOR is bound.

32. PUBLIC RECORDS ACT
Any documents submitted by the CONTRACTOR; all information obtained in connection with the CITY’s right to audit and inspect the CONTRACTOR’s documents, books, and accounting records pursuant to paragraph 14 Contractor’s Accounting Records; Other Project Records; become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 7920.000 et seq. (Public Records Act) and which are marked “trade secret”, “confidential”, or “proprietary”. The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.

In the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked “trade secret”, “confidential”, or “proprietary”, the CONTRACTOR agrees to defend and indemnify the CITY from all costs and expenses, including reasonable attorney’s fees, in action or liability arising under the Public Records Act.

13 [NS Corp Contract Services Agreement (Approved as to Form) Final with Exhibit A.docx] 12

CITY OF TORRANCE,
a municipal corporation

N/S CORPORATION,
a Pennsylvania Corporation

_______________________________
George K. Chen, Mayor

By:___________________________
Francis Tenggarjaja
Executive Vice President

ATTEST:

_______________________________
Rebecca Poirier, MMC
City Clerk

APPROVED AS TO FORM:

PATRICK Q. SULLIVAN
City Attorney

By:____________________________
Jocelyn N. Sarigumba
Deputy City Attorney

Attachment: Exhibit A Quote and Payment Terms

Rev. 0424
14 EXHIBIT A

QUOTE AND PAYMENT TERMS

15 This quotation firm for a period of sixty (60) days unless otherwise specified.

Prepared By: Michael Howlett (310) 330-1240 [email protected] N/S CORPORATION – 28309 AVENUE CROCKER, VALENCIA 91355
N/S Corporation BuyBoard Quotation
Quotation Number: 2_2741 Date: 07/17/2025
System: ECO5-SS-FLT Customer No.: 2011
Location: City of Torrance
Public Works Department
20500 Madrona Ave.

Torrance CA. 90503
Prepared For: Jasun Botiller
Fleet Services Manager
City of Torrance
20500 Madrona Ave.

Torrance CA. 90503
Tel:310-781-6980
[email protected]
N/S Corporation Buyboard Contract #715-23. PAGE 1 of 4
MODEL NO.

DESCRIPTION

LIST PRICE

BUYBOARD
PRICE
QTY
TOTAL
ECO5-SS-FLT Automatic Aluminum Wash System
4 leg support structure, (Drive-Thru Model), 96-inch
vehicle clearance. Primary cleaning components: One
pair flex-a-round washers, one pair rocker panel
washers and oscillating side-to-side mitter system.

SYSTEM INCLUDES:

Electrical eye for machine activation
One pair wrap-a-round washers with 1/2 HP motor
assembly.

One oscillating side-to-side mitter with 1 HP electric
motor assembly.

One pair rocker panel washers with 1/2 HP motor
assembly.

Chemical Pumps with tamper proof enclosures
PVC piping with nozzles.

Motor control panel (UL Approved).

Driver side utility connection.

Polished aluminum framework, 96-inch vehicle
clearance.

Complete with 27-1/2 feet of curb rail.

DIA-100 final rinse arch with electric eye activation,
PVC solenoid & check valves.

Space required: 27.5'.

Soft start.

With Foam Brushes.
78,791.43 63,821.06 1 63,821.06
SCR-100-1 Curb Rail 622.40 504.15 5 2,520.75
SCR-100 Entry Curb Rail 622.40 504.15 1 504.15
PMP-002RP Soft Water Pump 3,988.67 3,230.82 1 3,230.82
16 This quotation firm for a period of sixty (60) days unless otherwise specified.

Prepared By: Michael Howlett (310) 330-1240 [email protected] N/S CORPORATION – 28309 AVENUE CROCKER, VALENCIA 91355
N/S Corporation BuyBoard Quotation
Quotation Number: 2_2741 Date: 07/17/2025
System: ECO5-SS-FLT Customer No.: 2011
Location: City of Torrance
Public Works Department
20500 Madrona Ave.

Torrance CA. 90503
Prepared For: Jasun Botiller
Fleet Services Manager
City of Torrance
20500 Madrona Ave.

Torrance CA. 90503
Tel:310-781-6980
[email protected]
N/S Corporation Buyboard Contract #715-23. PAGE 2 of 4
MODEL NO.

DESCRIPTION

LIST PRICE

BUYBOARD
PRICE
QTY
TOTAL
TANK-0750 Soft Water Tank 750 Gallons with Floats 2,812.74 2,278.32 1 2,278.32 SYS-90 Activation for Soft Water Arch and Blowers 1,595.40 1,292.27 1 1,292.27 3023-0008 Water Softener Twin Alternating 8,463.05 6,855.07 1 6,855.07 WRS-05 Water Recovery System Above Ground 26,705.69 21,631.60 1 21,631.60 TANK
-
0750
Reclaim Tank 750 Gallon with Floats
1,106.55
896.31
1 896.31
FW
-
MKUP
Fresh water Makeup
1,046.42
847.60
1 847.60
AIR-7.5 7.5 HP Blower Producers 6,769.09 5,482.96 1 5,482.96 4020-0056 ECO Nozzle 2,601.72 2,107.39 1 2,107.39
4020-0041 Cone Fiberglass Silencer 284.63 230.55 3 691.65 AF-1G Straight Frame 3,874.86 3,138.63 1 3,138.63
ECS-AF-208-2 Control Panel with starters 7,028.86 5,693.38 1 5,693.38 4008-0025 Chemical Pump for Drying Agent 1,303.76 1,056.05 1 1,056.05 6000-0008 55 Gallons of Drying Agent #6120 33.23 26.92 55 1,480.60 6000
-
0017
55 Gallons of Chemical #20451

25.67 20.78
55 1,142.90
SPECIAL ORDER Rain Valve System 659.00 889.65 1 889.65
ECP-1 HP Sump Pump Controls for Rain Valve System 2,954.26 2,392.95 1 2,392.95 17 This quotation firm for a period of sixty (60) days unless otherwise specified.

Prepared By: Michael Howlett (310) 330-1240 [email protected] N/S CORPORATION – 28309 AVENUE CROCKER, VALENCIA 91355
N/S Corporation BuyBoard Quotation
Quotation Number: 2_2741 Date: 07/17/2025
System: ECO5-SS-FLT Customer No.: 2011
Location: City of Torrance
Public Works Department
20500 Madrona Ave.

Torrance CA. 90503
Prepared For: Jasun Botiller
Fleet Services Manager
City of Torrance
20500 Madrona Ave.

Torrance CA. 90503
Tel:310-781-6980
[email protected]
PAGE 3 of 4N/S Corporation Buyboard Contract #715-23
MODEL NO.

DESCRIPTION
TOTAL
Equipment 127,954.11
Erection Kit 925.00
Crating 650.00
Sales Tax ( 10.50% as of 7/17/2025) 13,276.76
Freight 1,200.00
Forklift/Manlift Rental 2,300.00
Demo Car Wash 11,200.00
Equipment Erection – Prevailing Wages 42,000.00
Plumbing – Prevailing Wages 87,010.00
Electrical – Prevailing Wages 89,320.00
Warranty – (1) One-year Defective Parts and Labor 2,600.00 Labor – (4) Preventative Maintenance Visit per year parts not included 2,420.00 PE Stamped Drawings 4,000.00
Business Licenses and Permits
Change Order will be issued if permits fees exceed the allocated amounts in this quotation. Permit fees at this time are unknown.
4,000.00
/NOTE This quote must be included with a P.O. or in a contract for it to be valid.

TOTAL $388,855.87

PAYMENT TERMS
Invoice 50% equipment price after approved submittal production mobilization.

Balance invoiced day equipment ships to job site.

Invoice Equipment erection, Plumbing and Electrical 30% each trade for mobilization balance invoiced progressive payments. 18 This quotation firm for a period of sixty (60) days unless otherwise specified.

Prepared By: Michael Howlett (310) 330-1240 [email protected] N/S CORPORATION – 28309 AVENUE CROCKER, VALENCIA 91355
N/S Corporation BuyBoard Quotation
Quotation Number: 2_2741 Date: 07/17/2025
System: ECO5-SS-FLT Customer No.: 2011
Location: City of Torrance
Public Works Department
20500 Madrona Ave.

Torrance CA. 90503
Prepared For: Jasun Botiller
Fleet Services Manager
City of Torrance
20500 Madrona Ave.

Torrance CA. 90503
Tel:310-781-6980
[email protected]
PAGE 4 of 4N/S Corporation Buyboard Contract #715-23

QUOTATION NOTES
NOTE #1: NS CORPORATION WILL MANUFACTURE, SHIP, ERECT THE CAR WASH SYSTEM, PROVIDE OPERATION AND MAINTENANCE TRAINING.

NOTE #2: THE CITY OF TORRANCE WILL BE REQUIRED TO CLEAN OUT OF THE PIT AND CLARFIER AT THE CAR WASH BEOFRE START UP.

NOTE #3: THE CITY OF TORRANCE SHALL PROVIDE THE POWER SUB-CONTROL PANEL WITH THE NECESSARY CIRCUIT BREAKERS FOR THE WASH SYSTEM AT THE EQUIPMENT PAD ADJACENT TO THE CAR WASH.

NOTE #4: THE EXISTING RAIN VALVE SENSOR WILL NOT BE USED WITH THE NEW CAR WASH EQUIPMENT. IT APPEARS TO BE INOPERABLE.

NOTE #5: THE EXISTING BACK FLOW PREVENTOR IN THE CAR WASH BAY WILL BE REUSED.

NOTE #6: THIS QUOTE DOES NOT INCLUDE A CLARIFIER, RECOVERY PITS OR SUMP PITS.

NOTE #7: THIS QUOTE DOES NOT INCLUDE A TRENCH DRAIN OR ANY GRATING NOTE #8: THIS QUOTE DOES NOT INCLUDE A MAIN POWER SUPPLY TO THE WASH BAY.

NOTE #9: THIS QUOTE DOES NOT INCLUDE A MAIN POWER SUPPLY SUB PANEL IN THE WASH BAY.

NOTE #10: THIS QUOTE DOES NOT INCLUDE MAIN WATER SUPPLY TO THE WASH BAY.

NOTE #11: THIS QUOTE DOES NOT INCLUDE SEISMIC CALCULATION OF ANY KIND. (AVAILABLE AT AN ADDITIONAL FEE.)
NOTE #12: THIS QUOTE DOES NOT INCLUDE SEISMIC ANCHORING CALCULATIONS OF ANY KIND. (AVAILABLE AT AN ADDITIONAL FEE.)
NOTE #13: THIS QUOTE DOES NOT INCLUDE UNION LABOR OR APPRENTICES.

NOTE #14: NS WARRANTY (1) ONE YEAR, ON DEFECTIVE PARTS AND LABOR.

EXTENDED WARRANTY IS AVAILABLE.

NOTE #15: THIS QUOTATION IS FIRM FOR A PERIOD OF (60) SIXTY DAYS ONLY.

NOTE #16: SALES TAX AS OF MAY 30, 2025. SALES TAX IS SUBJECT TO CHANGE AND BE RE-ADJUSTED AND PAID BY CUSTOMER.
19

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