HomeMy WebLinkAboutCalgon Carbon Corporation; 2013-11-05; UTIL1037UTIL1037
AGREEMENT FOR PHOENIX ODOR SCRUBBER TECHNICIAN
INSPECTION AND INSTRUCTION SERVICES
(CALGON CARBON CORPORATION)
'THIS AGREEMENT is made and entered into as of the v5 day of
/(^(/(fM/^^/f^r , 2013, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and CALGON CARBON CORPORATION, a Delaware corporation
("Contractor").
RECITALS
City requires the professional sen/ices of a Contractor that is experienced in field sen/ice
support for inspection and instruction of Calgon Phoenix odor scrubbers. Contractor has the
necessary experience in providing these professional sen/ices, 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 sen/ices (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. TERM
This Agreement will be effective for a period of 60 days from the date first above written.
3. COMPENSATION
The total fee payable for the Sen/ices to be performed will be three thousand five hundred
twenty dollars ($3,520). No other compensation for the Sen/ices will be allowed except for items
covered by subsequent amendments to this Agreement. City resen/es the right to withhold a
ten percent (10%) retention until City has accepted the work and/or the Sen/ices specified in
Exhibit "A."
4. STATUS OF CONTRACTOR
Contractor will perform the Sen/ices as an independent contractor and in pursuit of Contractor's
independent calling, and not as an employee of City. Contractor will be under the control of City
only as to the results to be accomplished.
5. INDEMNIFICATION: LIABILITY
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,
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.
Notwithstanding any provision to the contrary herein, the parties hereto agree that in no event
shall either party be liable to the other party for any indirect, special, consequential, incidental or
City Attorney Approved Version 1/30/13
punitive damages as a result of a breach of any provision of this Agreement or for any other
claim of any kind arising out of or relating to this Agreement, whether in contract, in tort or
othenwise. Notwithstanding any provision to the contrary herein, for all losses, damages,
liabilities or expenses (including attorney's fees and costs), whether for indemnity or negligence,
including errors, omissions or other acts, or willful misconduct, or based in contract, warranty
(including any costs and fees for repairing, replacing or re-performing sen/ices or curing a
breach hereof), or for any other cause of action (individually, a "Claim"; collectively, "Claims"),
Contractor's liability, including the liability of its insurers, employees, agents, directors, and
officers and all other persons for whom Contractor is legally responsible, shall not, to the
maximum extent permitted by law, exceed in the cumulative aggregate with respect to all
Claims arising out of or related to this Agreement, the total amount of compensation paid to
Contractor hereunder.
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 sun/ive the expiration or eariy termination of this Agreement.
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-:VII OR with a surplus line insurer on the State of California's List of
Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at
least "A:X", in an amount of not less than one million dollars ($1,000,000) each, unless
othen/vise authorized and approved by the Risk Manager or the City 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 City by certified mail. City will be
named as an additional insured on General Liability which shall provide primary coverage to the
City. Contractor will furnish certificates of insurance to the Contract Department, with
endorsements to City prior to City's execution of this Agreement.
7. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
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 Carisbad Business License
for the term of this Agreement.
9. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written
notice to the other party. City will pay Contractor's costs for sen/ices delivered up to the time of
termination, if the sen/ices have been delivered in accordance with the Agreement.
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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 seq.. and Carlsbad Municipal Code Sections 3.32.025, et seo. Contractor further
acknowledges that debarment by another jurisdiction is grounds for the City of Carisbad to
terminate this Agreement.
11. JURISDICTIONS AND VENUE
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. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to
become due under it, without the prior written consent of City.
13. AMENDMENTS
This Agreement may be amended by mutual consent of City 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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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.
CONTRACTOR
CALGON CARBON CORPORATION, a
Delaware corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
City Managor or Mayor or Director
Robert P. O'Brfen/Ex. Vice President & C.O.O.
(print name/title)
By:
(sign here)
Richard D. Rose/Secretary
(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.
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
City Attorney Approved Version 1/30/13
CalgonCarbon EXHIBIT "A"
Making Water and Air
Safer and Cleaner SCOPE OF SERVICES
August 16, 2013 Quote : 7958161357
Ken Burtech
Carlsbad Municipal Water District
5950 EL CAMINO REAL
CARLSBAD.CA 92008
Ken;
Thank you for your interest in the products and sen^ices of Calgon Carbon Corporation. We are pleased to
respond to your request for quotation.
PRODUCT: Field Service Support for Phoenix Inspection
To include: pre-filter inspection, Fan operation, flow control damper, sound enclosure, water supply, control panel
functions, pressure-temperature-flow measurements, H2S measurements.
During these inspections, Technician will instruct Carisbad personnel on each operation and answer specific
equipment questions or concerns.
QUANTITY: 1 day on-site & travel expenses
PRICE: $3520
PAYMENT TERMS: Net 30 days or MasterCard, VISA, American Express or Discover cards accepted.
FREIGHT: N/A TRANSIT: included AVAILABILITY: 1-2 weeks
This quote does not include any applicable taxes. Standard lead time is 7 business days after receipt of a
purchase order.
If "Rush Shipment" is necessary, there will be a service charge as follows:
- A flat fee of $500 wiil be applied to every complete order that must ship the same day it is received.
Order must be received biefore noon EST.
- A flat fee of $400 will be applied to every complete order that must ship the day after it Is received.
A flat fee of $300 will be applied to every complete order that must ship two days after it is received.
Quote IS valid for 30 days. Shipment must take place within 90 days after receipt of a purchase order.
Subject to Calgon Carbon Corporation Terms and Conditions
If you would like to proceed with this offer, please email your PO to customerrelations@calgoncarbon-us.com and
copy me at mpeet@caiQoncarbon-us.com or fax to 412-787-6323. Be sure to Include your shipping address,
delivery date, and reference the above quotation number on your purchase order. Please feel free to contact
me at 337-302-0399 with any additional questions.
Sincerely,
Mark W. Peet
Senior Account Manager
Calgon Carbon Corporation • 400 Calgon Carbon Drive • Pittsburgh, PA 15205 • 412.787.6700 • www.calgoncarbon.com