HomeMy WebLinkAboutAfton Pumps Inc; 2005-06-28;AGREEMENT FOR
CONSTRUCTION SUPPORT SERVICES
(AFTON PUMPS, INC.)
THIS AG EEMENT is made and entered into as of the 2% CL day of
, 200s , by and bitween the CARLSBAD
MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act
of 1911, and a Subsidiary District of the City of Carlsbad, referred to as (‘ICMWDI’), and
AFTON PUMPS, INC., a corporation, (“Contractoi‘).
L-.
RECITALS
CMW D requires the professional services of a manufacturer representative that is
experienced in start-up testing and training services. Contractor has the necessary experience in
providing these professional services, has submitted a proposal to CMWD and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CMW D and Contractor agree as follows:
1. Scope of Work. CMWD retains Contractor to perform, and Contractor agrees to render,
those services (the ‘Services”) that are defined in Exhibit “A, attached and incorporated by this
reference in accordance with the terms and conditions set forth in this Agreement.
2.
above written.
Term. This Agreement will be effective for a period of one (1) year from the date first
3. Compensation. The total fee payable for the Services to be performed will be
five thousand four hundred dollars ($5,400). No other compensation for the Services will be
allowed except for items covered by subsequent amendments to this Agreement. CMWD
reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work
and/or the Services specified in Exhibit “A.”
4. Status of Contractor. Contractor will perform the Services as an independent contractor
and in pursuit of Contractor’s independent calling, and not as an employee of CMWD.
Contractor will be under the control of CMWD only as to the results to be accomplished.
5. 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 in whole or in part by any willful misconduct or negligent act or omission 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.
General Counsel Approved Version #04.04.02 1
6. Insurance. Contractor will obtain and maintain policies of commercial general liability
insurance, automobile liability insurance, a combined policy of workers' compensation,
employers liability insurance, and professional liability insurance from an insurance company
authorized to transact the business of insurance in the State of California which has a current
rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred
thousand dollars ($500,000) each, unless otherwise authorized and approved by the General
Counsel or the Executive Manager. Contractor will obtain occurrence coverage, excluding
Professional Liability, which will be written as claims-made coverage. The insurance will be in
force during the life of this Agreement and will not be canceled without thirty (30) days prior
written notice to the CMWD by certified mail. CMWD and the City of Carlsbad will be named as
additional insureds on General and Automobile liability. Contractor will furnish certificates of
insurance to CMWD, with endorsements to CMWD prior to CMWD's execution of this
Agreement.
7. Conflict of Interest. CMWD will evaluate Contractor's duties pursuant to this Agreement
to determine whether disclosure under the Political Reform Act and CMWD's Conflict of Interest
Code is required of Contractor or any of Contractor's employees, agents or subcontractors.
Should it be determined that disclosure is required, Contractor or Contractor's employees,
agents, or subcontractors will complete and file with the Secretary of the Board those schedules
specified by CMWD and contained in the Statement of Economic Interests Form 700.
8. Compliance With Laws. Contractor will comply with all applicable local, state and federal
laws and regulations prohibiting discrimination and harassment and will obtain and maintain a
City of Carlsbad Business License for the term of this Agreement.
9. Termination. CMWD or Contractor may terminate this Agreement at any time after a
discussion, and written notice to the other party. CMWD will pay Contractor's costs for services
delivered up to the time of termination, if the services have been delivered in accordance with
the Agreement.
10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to
civil penalties for the filing of false claims as set forth in the California False Claims Act,
Government Code sections 12650, et sea, and Carlsbad Municipal Code Sections 3.32.025, gt sea. Contractor further acknowledges that debarment by another jurisdiction is grounds for the
Carlsbad Municipal Water District to terminate this Agreement.
11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the
State Superior Court, San Diego County, California.
12.
monies due or to become due under it, without the prior written consent of CMWD.
Assianment. Contractor may assign neither this Agreement nor any part of it, nor any
13. Amendments. This Agreement may be amended by mutual consent of CMWD and
Contractor. Any amendment will be in writing, signed by both parties, with a statement of
estimated changes in charges or time schedule.
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General Counsel Approved Version #04.04.02
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CONTRACTOR
AFTON PUMPS, INC., a corporation
PAWD A 4 g6nf;z
( p ri n t na me/t i t le)
(print namehitle)
By: " Deputy Genehnounsel
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 191 1,
and a Subsidiary District of the City of
Carlsbad
Executiveanager
ATTEST:
Secretary
14. Authority. The individuals executing this Agreement 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 Agreement.
If required by CMW D, 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, Secretary,
President, or Assistant Secretary,
Vice-president CFO or
Ass is ta n t Treas u re r
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:
RONALD R. BALL, General Counsel
General Counsel Approved Version #04.04.02
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EXHIBIT “A”
SCOPE OF SERVICES
Itemized List of what Contractor will do for CMWD and at what price.
General Counsel Version 04.04.02